Exhibit A SEPARATION DATE RELEASE (To be signed and returned to the Company on the Separation Date)

June 28, 2016

Richard T. Kenney, M.D.

[Address]

[Address]

Dear Dr. Kenney:

As we have discussed, in connection with changes in our clinical organization, your job title with Immune Design Corp. (the “Company”) will be changed to Principal Medical Advisor. To retain your employment during this transition, the Company is offering you this transition agreement (the “Agreement”) to specify and confirm the terms of your employment and separation with the Company.

a.    Duties. You will serve as the Company’s Principal Medical Advisor and perform such duties as outlined by the Company’s Chief Executive Officer. In addition, you must continue to comply with all of the Company’s policies and procedures and with all of your statutory and contractual obligations to the Company (including your obligations under your Confidentiality Agreement, a copy of which is attached as Exhibit B).

b.    Compensation and Benefits. Between the date of this Agreement and your Separation Date (as defined in Section 2 below) (the “Transition Period”), you will continue to receive a salary of $336,000 per year, payable in accordance with the Company’s standard payroll schedule, and subject to standard payroll deductions and withholdings (your “Base Salary”). You will remain eligible to participate in all of the Company’s medical, dental, retirement and other benefit plans, subject to the terms and conditions of those plans.

c.    Equity. All of your outstanding stock options and restricted stock unit awards with the Company (your “Equity Awards”) will continue to vest and be exercisable during the Transition Period as a “Service Provider” under the terms of the Company’s 2014 Omnibus Incentive Plan and your equity award agreements (the “Option Plan”).

2.    Separation Date. You are entitled to resign your employment for any reason at any time, and the Company is entitled to terminate your employment for any reason at any time. Your last day of employment, whenever it occurs, shall be your “Separation Date” for purposes of this Agreement. On the Separation Date, the Company will pay you all accrued salary and all accrued but unused PTO earned through the Separation Date, subject to standard payroll deductions and withholdings. You are entitled to these payments regardless of whether or not you sign this Agreement. In addition, if the Company terminates your employment for any reason, or if you resign your employment on or following December 31, 2016 (or such earlier time upon mutual agreement with

the Company), you will be eligible for the Severance Benefits set forth in Section 3, subject to the terms and conditions set forth therein. If you resign your employment before December 31, 2016 (unless by mutual agreement with the Company), your employment will end immediately and you will not receive any further compensation or benefits from the Company (including the Severance Benefits set forth in Section 3 below), except for any unpaid salary and unused PTO accrued through the Separation Date.

3.    Severance Benefits. Subject to Section 2 above, if you timely return a fully-executed copy of this Agreement to the Company and remain in compliance with its terms, and you execute and return to the Company the Separation Date Release attached hereto as Exhibit A on the Separation Date, and allow it to become effective by its terms, then the Company will provide you with the following severance benefits (the “Severance Benefits”):

a.    Severance Payment. The Company will pay you, as severance, an amount equivalent to nine (9) months of your Base Salary, subject to standard payroll deductions and withholdings (the “Severance Payment”). The Severance Payment will be paid in a lump sum on the Company’s first regularly-scheduled payroll date on or after the 60^th day following your Separation Date.

b.    Accelerated Vesting. The Company will accelerate the vesting of your unvested Equity Awards such that, as of the Separation Date, you will receive any additional vesting you would have received if you had remained employed with the Company for nine (9) months following the Separation Date.

c.    COBRA Benefits. If, following the Separation Date, you timely elect continued coverage under COBRA, the Company shall reimburse you for the COBRA premiums to continue your health insurance coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (i) nine (9) months following the Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law, then the Company instead shall pay you, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for any dependents), subject to applicable tax withholdings, for the remainder of the COBRA Premium Period, which you may, but are not obligated to, use toward the cost of COBRA premiums.

d.    You understand and agree that the severance benefits set forth herein shall supersede and replace, and fully extinguish, any right to severance for a “Covered Termination” under the terms of that certain Executive Employment Agreement between you and the Company dated June 19, 2014 (the “Employment Agreement”) or any other agreements.

4.    Special Option Extension. As an additional incentive for your performance through the Transition Period, if you remain employed with the Company through December 31, 2016, the Company agrees to extend the period in which you may exercise your Equity Awards until September 30, 2017. Notwithstanding the foregoing, if it is mutually agreed between you and the Company’s CEO that the objectives of the Transition Period have been accomplished, and you thereafter resign your employment before December 31, 2016, the period in which you may exercise your Equity Awards will be extended to nine (9) months after the Separation Date.

5.    Change in Control. In addition to the foregoing, in the event the Company terminates your employment within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control (as defined in the Employment Agreement), and such termination is a “separation from service” within the meaning of the Treasury Regulation Section 1.409A-1(h), the vesting and exercisability of all of your Equity Awards shall be accelerated in full. Except as otherwise expressly provided herein, amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the date of a Change in Control during the Transition Period shall be payable in accordance with such plan, policy, practice or program.

6.    Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you have not earned and will not receive from the Company any additional equity, compensation, bonus, severance or benefits after the Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account). By way of example, you acknowledge that you have not earned and will not be owed any bonus, incentive compensation, commissions or equity. During the Transition Period, you will not be eligible for performance bonuses. However, you will be permitted to provide non-competing independent consulting services, not to exceed 8 hours per week, provided it does not interfere with your full-time work for the Company, and provided you remain in full compliance with your Confidentiality Agreement.

7.    Expense Reimbursements. You agree that, within ten (10) days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.

8.    Return of Company Property. By the Separation Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property within your possession, custody or control, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to), credit cards, entry cards, identification badges, and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). You agree that you will make a diligent search to locate any such documents, property and information within the timeframe referenced above. In addition, if you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any confidential or proprietary data, materials or information of the Company, then by the Separation Date, you must provide the Company with a computer-useable copy of such information and then permanently delete and expunge such confidential or proprietary

information from those systems without retaining any reproductions (in whole or in part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion is done. Your timely compliance with the provisions of this paragraph is a precondition to your receipt of the Severance Benefits provided hereunder.

9.    Proprietary Information Obligations. You acknowledge and agree to abide by your continuing obligations under your Confidentiality Agreement, a copy of which is attached hereto as Exhibit B.

10.    Nondisparagement. You agree not to disparage the Company or any of its officers, directors, employees, stockholders, managers, members, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation, and the Company agrees to instruct its officers and directors not to disparage you in any manner likely to be harmful to your business or personal reputation. Notwithstanding the foregoing, nothing in this Agreement shall prevent you or the Company from responding accurately and fully to any question, inquiry or request for information when response is required by legal process.

11.    No Admissions. You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

12.    Miscellaneous. This Agreement, including all exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If it occurs during the Transition Period, your death or full disability will not be considered to be a voluntary resignation, but will entitle you to the same benefits under this Agreement as if you were terminated involuntarily by the Company. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts and facsimile signatures will suffice as original signatures.

If this Agreement is acceptable to you, please sign below and return the original to me. This offer will remain open for your consideration for ten (10) days from the date of this letter, after which time it will expire.

Sincerely,

By: /s/ Carlos Paya    

Carlos Paya, Chief Executive Officer

/s/ Richard T. Kenney                28 June 2016            

Richard T. Kenney, M.D.             Date

In exchange for the severance benefits to be provided to me by Immune Design Corp. (the “Company”) pursuant to the transition agreement between the Company and me dated June 23, 2016 (the “Agreement”), I hereby provide the following Separation Date Release (the “Release”).

In exchange for the consideration under the Agreement to which I would not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions prior to or on the date I sign this Release.

This release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination or breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (the “ADEA”) (as amended), or the California Fair Employment and Housing Act (as amended).

Notwithstanding the foregoing, I am not hereby releasing the Company from any of the following claims (collectively, the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights which cannot be waived as a matter of law; or (c) any claims arising from the breach of the Agreement. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding.

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given for this waiver is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver does not apply to any rights or claims that arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release; (c) I have had twenty-one (21) days to consider this Release; (d) I have seven (7) days following the date I sign this Release to revoke (in a written revocation sent to the Company’s Chief

Executive Officer); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after I sign this Release (the “Effective Date”).

In granting the releases herein, which include claims that may be unknown at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to the releases granted herein.

I hereby represent that to date: (i) I have been paid all compensation owed and have been paid for all hours worked; (ii) I have received all the leave and leave benefits and protections for which I am eligible pursuant to the federal Family and Medical Leave Act, the California Family Rights Act, or otherwise; and (iii) I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

 

By:    

Richard T. Kenney, M.D.

Date: