June 15, 2020
Arthur Sands, M.D., Ph.D.
This letter (this Letter Agreement) sets forth certain basic terms and conditions of a potential option grant to be granted to you by Nurix Therapeutics, Inc., a Delaware corporation (the Company), on the terms as set forth below:
1. IPO Stock Option Grant. Following the completion of the Companys initial public offering (the IPO) and subject to Section 2 below, the Board of Directors of the Company (the Board) shall, as soon as reasonably practicable and within an open window pursuant to the Companys insider trading policy, but in any event within 120 days of the completion of the IPO, grant you a stock option to purchase shares of the Companys common stock (the Sands Option), calculated as the result of:
Target Shares minus (Current Holdings minus 300,000)
Target Shares means (a) 4.75% multiplied by (b) the Companys fully diluted capitalization as of immediately following the closing of the IPO (inclusive of any exercise by the underwriters of shares issued pursuant to the overallotment option), which shall equal the sum of (i) all issued and outstanding shares of the Companys capital stock, (ii) all outstanding stock options, warrants and other securities convertible into shares of the Companys common stock, (iii) shares reserved, but available for issuance, pursuant to the Companys outstanding equity incentive plans and employee stock purchase plan, and (iv) shares issued by the Company in the IPO, including pursuant to the underwriters exercise of the overallotment option, and any concurrent private placement with the IPO. The Target Shares shall be rounded down to the nearest whole share.
Current Holdings means all shares of capital stock, stock options, restricted stock units, or other convertible securities held by you or your affiliates (which shall include any family members or trusts organized for the benefit of your family members) as of immediately prior to the closing of the IPO.
The Sands Option shall have a vesting commencement date set as the date of the of the final prospectus for the IPO. The Sands Option shall vest over four years on a monthly basis, where 1/48th of the shares subject to the Sands Option shall vest on each monthly anniversary of the vesting commencement date, provided that you are actively employed as the Chief Executive Officer of the Company on each applicable vesting date in accordance with the terms of your option grant agreement and the applicable equity incentive plan under which the Sands Option is granted.
2. IPO Stock Option Grant Conditions. The Companys obligation to issue you the Sands Option is subject to and contingent upon the conditions set forth below. You shall not be entitled to be granted the Sands Option until all such conditions have been fulfilled:
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The IPO is consummated;