PRELUDE THERAPEUTICS INCORPORATED
550 South College Avenue, Suite 108
Newark, DE 19713
October 5, 2017
This letter sets forth the compensation and material terms and conditions of your employment with Prelude Therapeutics Incorporated (the Company) as its Chief Executive Officer:
Position/Duties: Chief Executive Officer of the Company. You will devote your full time and attention to the business and affairs of the Company. Notwithstanding the foregoing, you will be permitted to: (1) manage your personal passive investments and (2) remain on the board or equivalent governing body of each of MPN Research Foundation, Array Biopharma - SAB, Orsenix LLC and Subha Lions Charitable Trust, in each case, so long as they do not interfere with the performance of your duties to the Company or violate any other agreement to which you are now, or hereafter may become, party to with the Company.
Base Salary: $300,000 annual base salary (Base Salary) during the term of your employment with the Company, to be paid in accordance with the Companys normal payroll cycles.
Annual Bonus: Eligible to earn an annual bonus (the Bonus), with a target annual Bonus equal to 35% of your Base Salary, for achieving individual and Company performance milestones (the Performance Milestones). Your right to receive the Bonus is subject to your continued employment with the Company through the date such Bonus is paid. You will recommend to the Board of Directors of the Company (the Board) the Performance Milestones for each calendar year during the term of your employment, and the Board will consider such recommendations in determining the Performance Milestones. The determination as to whether the Performance Milestones have been achieved, and the payment of the annual Bonus, will be at the sole discretion of the Board.
(a) Vacation: You will be eligible to receive four (4) weeks paid vacation per year during the term of your employment. Any vacation time not taken by you during any calendar year may not be carried forward into any succeeding calendar year.
(b) Benefit Programs: During the term of your employment, you will be entitled to participate in such life insurance, medical, dental and 401(k) plans and other benefit programs as may be approved from time to time by the Company for the benefit of the employees of the Company that the Company determines to be of similar rank and status to you, subject to the general eligibility and participation provisions set forth in such plans and applicable law.