EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This Executive Severance Agreement (the Agreement) is entered into by and between (the Executive) and Vaxcyte, Inc., a Delaware corporation (the Company), effective as of the Effective Date (as defined below).
A. The Companys Board of Directors (the Board) believes that it is in the best interests of the Company and its stockholders to provide Executive with certain benefits upon a termination of Executives employment under certain circumstances, which benefits are intended to provide Executive with financial security and provide sufficient income and encouragement to Executive to remain with the Company, notwithstanding the possibility of a termination of Executives employment with the Company.
B. To accomplish the foregoing objectives, the Board desires to provide the opportunity for severance and change in control benefits to Executive on the terms provided in this Agreement.
Now therefore, in consideration of the mutual promises, covenants and agreements contained herein, and in consideration of the continuing employment of Executive by the Company, the parties hereto agree as follows:
1. Effectiveness and Term of Agreement. This Agreement shall become effective as of , the Effective Date) and will terminate as of such time as the Company has met all of its obligations hereunder following a termination of Executives employment with the Company.
2. Qualifying Termination. If Executive is subject to a Qualifying Termination, then, subject to Sections 4, 8, and 9 below, Executive will be entitled to the following benefits:
(a) Severance Benefits. The Company shall pay Executive an amount equal to the sum of (i) ( ) months of his or her then-current monthly base salary, (ii) target Annual Bonus, pro-rated as a percentage of the number of days Executive remained employed in the applicable year prior to the effective date of termination (Termination Date) and (iii) any unpaid bonuses arising from the achievement of performance goals in the fiscal year immediately prior to the fiscal year in which the Qualifying Termination occurs that Executive would have been paid had Executive remained an employee through the applicable payment date (provided that such payment date would have occurred in the fiscal year in which the Qualifying Termination occurs). Executive will receive his or her severance payment in a cash lump sum, less applicable withholdings, which will be paid on the first business day occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. If Executive is subject to a Qualifying Termination, no Equity Awards (as defined below) shall accelerate, except as may be provided in an individual award agreement between Executive and the Company.
(b) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act or any local, state or federal law of similar effect (COBRA), the Company shall pay, directly to the applicable plan administrator on Executives behalf, the full amount of COBRA premiums for Executives continued coverage under the Companys health, dental and vision plans, including coverage for Executives spouse and eligible dependents, for the ( )-month period following Executives Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that if the Company determines that it cannot provide the payment of COBRA on