VENTYX BIOSCIENCES, INC.
662 Encinitas Blvd., Ste. 250
Encinitas, CA 92024
October 7, 2021
Jörn Drappa, M.D., Ph.D.
c/o Ventyx Biosciences, Inc.
Re: Confirmatory Employment Letter
This confirmatory employment letter agreement (the Agreement) is entered into between you and Ventyx Biosciences, Inc. (the Company or we), to confirm the current terms and conditions of your employment with the Company.
1. Title; Position. You will continue to serve as the Companys Chief Medical Officer. You also will continue to report to the Companys Chief Executive Officer and will perform the duties and responsibilities customary for such position and such other related duties as are reasonably assigned by the Companys Chief Executive Officer. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full time or part-time) that would create a conflict of interest with the Company, except as approved by the Companys Board of Directors (the Board) or its authorized committee.
2. Location. You will perform your duties from the Companys corporate offices located in Encinitas, California (with the exception of the period during which any shelter-in-place order, quarantine order, or similar work-from-home requirement affecting your ability to work at the Companys corporate offices remains in effect), subject to customary travel as reasonably required by the Company and necessary to perform your job duties.
3. Base Salary. Your annual base salary is currently $430,000. Upon the IPO Effective Date (as defined below) your annual base salary will be $440,000 (Salary), which will be payable, less any applicable withholdings, in accordance with the Companys normal payroll practices. Your Salary will be subject to review and adjustment from time to time by our Board or its Compensation Committee (the Committee), as applicable, in its sole discretion. IPO Effective Date means the effective date of the Companys S-1 registration statement filed with the U.S. Securities and Exchange Commission relating to the Companys initial public offering.
4. Annual Bonus. Your current target fiscal year annual cash bonus target is 40% of your annual base salary. Upon the IPO Effective Date, your annual cash bonus target will be 40% of your annual base salary earned during the fiscal year (the New Bonus Opportunity), based on achieving performance objectives established by the Board or the Committee, as applicable, in its sole discretion and payable upon achievement of those objectives as determined by the Committee. For the avoidance of doubt, your New Bonus Opportunity shall apply to the fiscal year in which the IPO Effective Date occurs. Unless determined otherwise by the Board or Committee, as applicable, (i) any such bonus will be subject to your continued employment through and until the date of payment and (ii) if your employment commenced in the second half of our fiscal year, any bonus for the fiscal year in which you commence employment with the Company will be prorated based on the period during such fiscal year that you are employed with the Company. Any such bonus amounts paid will be subject to any applicable withholdings. Your annual bonus opportunity and the applicable terms and conditions may be adjusted from time to time by our Board or the Committee, as applicable, in its sole discretion.