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200 Powder Mill Road
Experimental Station E400/3213
Wilmington, DE 19803
March 21, 2019
Andrew P. Combs
On behalf of Prelude Therapeutics Incorporated (Prelude), I am pleased to confirm our offer to you for the position of Executive Vice President and Head of Chemistry subject to the terms and conditions outlined in this offer letter. The terms of your employment will be as follows:
Position and Duties
Beginning on April 1, 2019, you will serve as Executive Vice President and Head of Chemistry reporting to Kris Vaddi, Chief Executive Officer and will perform your services at our Preludes offices at the Experimental Station in Wilmington, Delaware, except when you will be required to travel for business purposes. Notwithstanding the foregoing, you will be permitted to: (1) manage your personal passive investments and (2) remain on the scientific advisory boards or equivalent bodies of Boston University CMD, University of Delaware Cobre, and University of Pittsburg Wipf Chemistry, 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.
Your annual base salary will be $250,000, paid in periodic installments in accordance with Preludes payroll policies. You will first become eligible to be considered for a merit increase in January 2020. Salary adjustments are in the discretion of the Company and are based upon a variety of factors including, without limitation, Company performance, individual performance, and competitive salaries. All payments made to you shall be subject to applicable tax withholdings and deductions.
You will be eligible to participate in the Companys performance bonus program. The target bonus for your position is 35% of your base salary (pro-rated in your initial year of hire). The amount of your actual bonus will be based primarily upon your achievement of individual performance objectives and the Companys meeting corporate targets, each as established by the Chief Executive Officer or the Board of Directors. The performance bonus (if any) generally shall be paid within three months after year-end. In order to receive a performance bonus, you must be employed by the Company on the bonus payment date.
Restricted Stock Award
You will be awarded 300,000 shares of restricted common stock of Prelude, subject to Board approval. Subject to continuing employment, the shares will vest over four years from the date of grant, 25% of the total will vest on