MIRUM PHARMACEUTICALS, INC.
May 15, 2019
Amended and Restated Employment Terms
MIRUM PHARMACEUTICALS, INC. (the Company) is pleased to confirm your appointment as Executive Chairman, pursuant to the following terms of this Amended and Restated Offer Letter (this Offer Letter), effective as of March 12, 2019 (the Effective Date). This Offer Letter amends and restates the Offer Letter, dated December 1, 2018, by and between the Company and you (the Prior Letter).
You will be responsible for working closely with the Companys Board of Directors (the Board) and the executive team of the Company to further the goals and objectives of the Company, consistent with the usual and customary duties of an Executive Chairman. You will work at the Companys U.S. headquarters in Foster City. Of course, the Company may change your position, duties, and work location from time to time in its discretion.
As of the Effective Date, your base salary will continue to be $300,000 on an annualized basis, less payroll deductions and withholdings, paid on the Companys normal payroll schedule. You will also be eligible to earn an annual performance bonus, with a target bonus of 40% of your annual base salary, based on the attainment of individual and/or Company objectives. The attainment of such objectives, and the actual amount (if any) of such bonus, will be determined by the Company in its sole discretion, and any such bonus will not be deemed earned unless you are an employee of the Company in good standing on the dates the bonus is determined and paid.
During your employment, you will be eligible to participate in the standard benefits plans offered to similarly situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies. A full description of these benefits is available upon request. Exempt employees may take a reasonable amount of time off with pay, as permitted by their duties and responsibilities, and as approved in advance by their supervisor. Exempt employees do not accrue vacation, and there is no set guideline as to how much vacation each employee will be permitted to take. Supervisors will approve paid vacation requests based on the employees progress on work goals or milestones, status of projects, fairness to the working team, and productivity and efficiency of the employee. Since vacation is not allotted or accrued, unused vacation time will not be carried over from one year to the next nor paid out upon termination. The Company may change compensation and benefits from time to time in its discretion.
Subject to approval by the Board, the Company anticipates granting you an option to purchase 2,100,000 shares of the Companys common stock at the fair market value as determined by the Board as of the date of grant (the Option). The anticipated Option will be governed by the terms and conditions of the Companys 2018 Equity Incentive Plan (the Plan) and your grant agreement, and will include a four year vesting schedule, under which 25% of your Option will vest 12 months after the vesting commencement date, and 1/48th of the total shares will vest at the end of each month thereafter, until either the Option is fully vested or your continuous service (as defined in the Plan) terminates, whichever occurs first. For the avoidance of doubt, the Option shall be in addition to the option grant contemplated by the Prior Letter.