January 30, 2019
Dr. Lon Cardon
RE: Member of the Reneo Board of Directors
This letter confirms our understanding regarding the terms of your service as a member of the Board of Directors (the Board) of Reneo Pharmaceuticals, Inc., a Delaware corporation (the Company), beginning on January 30, 2019. This letter sets forth our understanding regarding such services to be performed in such capacity, and nothing in this letter nor the services rendered hereunder are meant, or shall be construed in any way or manner, to create between you and the Company a relationship of employer and employee.
Subject to the approval of the Board, you will be granted a stock option to purchase 130,000 shares of the Companys common stock (the Option), which as of the date hereof represents approximately 0.35% of the Companys outstanding shares on a fully diluted basis (assuming completion of the second tranche of the Companys Series A Preferred Stock financing). This Option will be a non-statutory stock option and will have an exercise price per share that will be equal to the fair market value of the Companys common stock on the date of grant as determined by the Board. The Option will generally be subject to the terms and conditions applicable to options granted under the Companys 2014 Equity Incentive Plan (as amended, the Plan), as described in the Plan and the applicable stock option agreement, and will vest in forty-eight equal monthly installments subject to your continuous service to the Company through each such vesting date. However, if, during your service to the Company, the Company completes a Change in Control (within the meaning of the Plan), 100% of any shares subject to this Option that remain unvested shall immediately vest and become exercisable as of immediately prior to the consummation of such Change in Control.
As a member of the Board, pursuant to the Delaware General Corporation Law (DGCL) and related case law you will owe fiduciary duties to the Company and its stockholders, including the duty of care (directors must act in good faith, with the care of a prudent person, and in the best interest of the corporation), duty of loyalty (directors must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits) and the duty of disclosure (directors must disclose all material information to their fellow directors and, when stockholder action is sought, to the corporations stockholders). Our certificate of incorporation and bylaws provide that, as a director, you will be entitled to indemnification to the fullest extent permitted by the DGCL, and, upon your becoming a member of the Board, we will enter into the Companys standard form of indemnification agreement with you. We would be happy to arrange a conference with our outside counsel, Cooley LLP, if you have any questions about the indemnification agreement or your duties in general under Delaware law.
As a member of the Board, you will be reimbursed for any reasonable travel and other out-of-pocket expenses incurred in connection with your services on the Board. Please keep copies of all bills, receipts, or other written documentation of such reimbursable expenses and submit such documentation with your requests for reimbursement.