February 1, 2018
Niall ODonnell, Ph.D.
Re: Position as President and Chief Executive Officer of Reneo Pharmaceuticals, Inc.
Dear Dr. ODonnell:
This letter confirms, on behalf of Reneo Pharmaceuticals, Inc. (the Company), the terms on which you will continue to serve as President and Chief Executive Officer of the Company.
As President and Chief Executive Officer, you shall report to the Companys Board of Directors (Board) and shall perform such duties as are customarily associated with the position of President and Chief Executive Officer and such other duties as are assigned to you by the Board.
As compensation for your service as President and Chief Executive Officer, on January 31, 2018, the Board approved, contingent and effective upon (i) receipt by the Company of a final 409A valuation report performed by an independent valuation firm and an affirmative determination by the Board of the fair market value of the Companys Common Stock (the Common Stock) and (ii) you providing services to the Company at such time, the grant of an option to you to purchase 378,425 shares of Common Stock with an exercise price per share equal to the fair market value of a share of Common Stock on the date such grant becomes effective (the Gran?). The Grant is governed by the terms and conditions of the Companys 2014 Equity Incentive Plan, as amended (the Plan), and your grant agreement, and includes a vesting schedule under which the shares subject to the Grant vest in a series of twenty-four (24) successive equal monthly installments measured from January 1, 2018, subject to your Continuous Service (as defined in the Plan) as of each such date. In the event that you (i) are terminated by the Company without Cause (as defined in the Plan) or (ii) resign for Good Reason (as defined in the Companys Severance Benefit Plan), the vesting of the Grant shall be accelerated in full. With the exception of the Grant, you will not receive any base salary, annual bonus, or other compensation or benefits for your service as President and Chief Executive Officer.
The Company will also reimburse you for reasonable out-of-pocket expenses incurred in connection with your service as President and Chief Executive Officer in accordance with the Companys established reimbursement policies.
As a Company employee, you will be expected to abide by Company rules and policies. You also agree to continue to abide by the terms and conditions of that certain Employee