Prepared by R.R. Donnelley Financial -- EX-10.8




 Exhibit 10.8 
  





 
 March 10, 2014 
 Will
Waddill 
 [Address] 
  

	 	Re:	Offer Letter for Employment with Calithera Biosciences. Inc. 

 Dear Will: 

On behalf of Calithera Biosciences, Inc. (“Calithera Biosciences” or the “Company”), I am pleased to offer you employment
with the Company on the terms set forth below. 
 1. Position and Employment Start Date. Your position with the Company will be as
Chief Financial Offer and Senior Vice President, reporting to Susan Molineaux, Ph.D., CEO. Your employment start date will be on April 1, 2014, or such other date agreed upon by you and the Company. 

During the term of your employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the
business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies. 

Throughout your employment with the Company, you may engage in civic and not-for-profit activities so long as such activities do not interfere with the
performance of your duties hereunder or present a conflict of interest with the Company. Subject to the restrictions set forth herein and with the prior written consent of the Company’s Board of Directors (the “Board”), you may serve
as a director of other corporations and may devote a reasonable amount of your time to other types of business or public activities not expressly mentioned in this paragraph. The Board may rescind its consent to your service as a director of all
other corporations or participation in other business or public activities, if the Board, in its sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with your duties
to the Company. 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 2. Compensation. In your position, you will be paid at the rate of $12,916.66 on a
semi-monthly basis (or $310,000 on an annualized basis), less payroll deductions and all required withholdings. You also will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general
applicability to other senior executives of the Company, subject to the terms and conditions of such plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. 

You will receive a sign-on advance in the amount of $15,000, less payroll deductions and all required withholdings, which will be paid to you within thirty
(30) days of the start of your employment. The sign-on advance will be considered earned only if you successfully complete six (6) months of employment with the Company. Should your employment with the Company terminate for Cause or
without Good Reason (as those terms are defined below) within your first six (6) months of employment, you agree to pay back the entire amount of the sign-on advance. 

In addition, you will be eligible to earn an annual performance bonus (“Management Bonus”), up to a target bonus amount of thirty-five percent
(35%) of your base salary in effect during the bonus period, contingent upon the achievement of corporate and individual milestones to be established by the Company. You understand and agree that the determinations of milestone criteria (both
the criteria and your performance of such criteria) and the amount, if any, of your Management Bonus shall be within the sole and absolute discretion of the Company. Any Management Bonus earned shall be paid on or prior to March 15 of the year
following the year in which it became earned and vested. Except as provided in Section 4 below, no Management Bonus will be earned or payable in the event your employment terminates, for any reason, before the end of the applicable performance
period. 
 3. Stock Options. Subject to approval by the Board, you will receive an incentive stock option to purchase 4,320,331
shares of the common stock of Calithera Biosciences at a per-share price equal to the fair market value of such stock on the date of grant. The Option will be subject to a four-year vesting schedule and other terms and conditions set forth in the
Calithera biosciences Equity Incentive Plan, and the applicable stock option agreement and grant notice to be approved by the Board and executed by you and Calithera Biosciences. 

1. Vacation. Executive will be entitled to paid vacation in accordance with the Company’s vacation policy, with the timing
and duration of specific vacations mutually and reasonably agreed to by the parties hereto. Upon Executive’s termination of employment, Executive will be entitled to receive Executive’s accrued but unpaid vacation through the date of
Executive’s termination. 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 2. Expenses. The Company will reimburse Executive for reasonable travel,
entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy to be established and as in
effect from time to time. 
 4. Employment Termination. In the event that your employment is terminated by the Company without Cause
(as defined below) or you resign your employment for Good Reason (as defined below), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation
from Service”), and further provided that you remain in compliance with this Agreement and provide the Company with an executed and effective Separation Agreement (as defined below), the Company shall: 

 

	 	(a)	Pay you cash severance in the form of continuing payments, subject to payroll withholdings and applicable deductions and payable in accordance with the Company’s regular payroll schedule, of your base salary
in effect as of the Separation from Service (the “Severance Payments”) for a period of nine (9) months following your Separation from Service date; provided, however, that no payments will be made prior to the 60th day
following your Separation from Service date, and on that 60th date, the Company will pay you a lump sum payment equal to the payments that would have been paid earlier but for the delay due to this paragraph, with the balance paid thereafter as
originally scheduled; 

  

	 	(b)	Pay you cash severance in an amount equal to a prorated amount of your target Management Bonus for the year in which your employment terminates, calculated based on the Company’s proportional accomplishment
of that year’s goals through the date of Executive’s employment termination (the “Bonus Severance Payment”), and paid in a lump sum on the sixtieth (60th) day following your Separation from Service, provided the Separation
Agreement (as defined below) has become effective; and 

  

	 	(c)	 Continue to pay the cost of your health care coverage, in effect at the time of your employment termination, for a maximum of nine
(9) months, either under the Company’s regular health plan (if permitted), or by paying your COBRA premiums (the “COBRA Severance”). The Company’s obligation to pay the COBRA Severance on your behalf will cease if you obtain
health care coverage from another source, unless otherwise prohibited by applicable law (e.g. a new employer, spouse’s benefit plan). You must notify the Company within two (2) weeks if you obtain coverage from a new source. This payment
of COBRA Severance by the Company would not expand or extend 



  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 










	 	
the maximum period of COBRA coverage to which you would otherwise be entitled under applicable law. Notwithstanding the above, if the Company determines in its sole discretion that it cannot
provide the foregoing COBRA Severance without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an
amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which amount shall be based on the premium for the first month of COBRA coverage), which
payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the ninth calendar
month following your Separation from Service date. 

 In the event that the Company terminates your employment with the Company without Cause
(as defined below), or you resign your employment for Good Reason (as defined below), in either case in connection with or within twelve (12) months following the closing of a Change in Control (as defined below), then in addition to the
Severance Payments and the COBRA Severance the Executive will receive the greater of (i) three quarters of Executive’s target Management Bonus for the year in which Executive’s employment is terminated or (ii) three quarters of a
pro-rated portion of Executive’s target Management Bonus for the year in which Executive ‘s employment is terminated, calculated based on the Company’s proportional accomplishment of that year’s goals through the date of
Executive’s employment termination, and the vesting of the Options shall be accelerated such that 100% of the shares subject to the Option shall be deemed immediately vested and exercisable as of your last day of employment (the
“Accelerated Vesting”). 
 In the event that your employment is terminated by the Company for Cause (as defined below), you resign your employment
without Good Reason (as defined below) or your employment terminates upon your death or disability, then (i) you will no longer vest in the Options, (ii) all payments of compensation by the Company to you hereunder will terminate
immediately (except as to amounts already earned), and (iii) you will not be entitled to any severance benefits, including (without limitation) the Severance Payments, Bonus Severance Payment, COBRA Severance, and Accelerated Vesting. 

5. Conditions to Receipt of Severance. The receipt of the Severance Payments, Bonus Severance Payment, COBRA Severance and/or
Accelerated Vesting will be subject to your signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the “Separation Agreement”). No Severance Payments, Bonus Severance
Payment, COBRA Severance or Accelerated Vesting will be paid or provided until the Separation 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 
Agreement becomes effective. You shall also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each
effective on the date of termination. 
 6. Definitions. 

(a) Cause. For purposes of this Agreement, “Cause” is defined as (i) your conviction of or plea of nolo contendere
to any felony or any crime involving moral turpitude or dishonesty; (ii) your gross misconduct in the performance of your duties which is injurious to the Company; (iii) failure by you to substantially perform your material duties other
than a failure resulting from your complete or partial incapacity due to physical or mental illness or impairment; (iv) your material breach of any agreement between you and the Company concerning the terms and conditions of your employment
with the Company; (v) your willful violation of a material Company employment policy (including, without limitation, any insider trading policy); or (vi) your willful commission of an act of fraud, breach of trust, or dishonesty including,
without limitation, embezzlement, that results in material damage or harm to the business, financial condition, reputation or assets of the Company or any of its subsidiaries. Grounds for Cause pursuant to clause (iii) of this section shall not
be deemed to have occurred until Company has first provided you with written notice of the acts or omissions constituting the grounds for “Cause” under clause (iii) of this section and a cure period of thirty (30) days following
the date of such notice. 
 (b) Change of Control. For purposes of this Agreement, “Change of Control” means the occurrence
of any of the following events: 
 (i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on
the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of
the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or 

(ii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a
total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this section, gross fair market value means the
value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 For these purposes, persons will be considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 

Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if: (i) its sole purpose is to change the state of
the Company’s incorporation; (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; or
(iii) it does not constitute a change of control event under Treasury Regulation 1.409A-3(i)(5)(v) or (vii). 
 (c) Good Reason.
For purposes of this Agreement, “Good Reason” means your resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without your
consent: (i) the assignment to you of any duties, or the reduction of your duties, either of which results in a material diminution of your authority, duties, or responsibilities with the Company in effect immediately prior to such assignment
or reduction, or the removal of you from such position and responsibilities; (ii) a material reduction of your base salary except in connection with a general reduction in salary applicable to all of the Company’s executive officers other
than in connection with or following a Change in Control; (iii) the relocation of the Company’s facility to a location that results in an increase in your one-way commute by more than thirty (30) miles; and (iv) any material
breach by the Company of any material provision of this Agreement. You will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within
ninety (90) days of the initial existence of the grounds for “Good Reason” and a cure period of thirty (30) days following the date of such notice. 

7. Section 409A. It is intended that the Severance Payments, COBRA Severance and Accelerated Vesting payable under this offer
letter agreement satisfy, to the greatest extent possible, the exemptions from the application of Internal Revenue Code Section 409A provided under Treasury Regulations 1.409A 1(b)(4), 1.409A 1(b)(5) and 1.409A 1(b)(9), and this agreement will
be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), your right to receive
installment payments under this agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any
provision to the contrary in 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 
this agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), to the
extent delayed commencement of any portion of the severance benefits to which you are entitled under this agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), such portion of your benefits shall
not be provided to you prior to the earlier of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death. Upon the first business day following the
expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due under this agreement shall be paid as otherwise provided
herein. 
 8. Parachute Payments. In the event that the benefits provided for in this letter agreement or otherwise payable to you
(i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this section, would be subject to the excise tax imposed by Section 4999 of the Code, then your benefits under this
letter agreement or otherwise shall be payable either (a) in full, or (b) as to such lesser amount which would result in no portion of such benefits being subject to an excise tax under Section 4999 of the Code, whichever of the
foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in your receipt on an after-tax basis, of the greatest amount of benefits under this agreement or
otherwise, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless you and the Company otherwise agree in writing, any determination required under this section shall be made in writing by
the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this section, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. You and the Company shall furnish to
the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations
contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code. 

9. Dispute Resolution. To ensure the timely and economical resolution of disputes that may arise in connection you’re your
employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, your
employment, or the termination 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 
of your employment, including but not limited to statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law by
final, binding and confidential arbitration, by a single arbitrator, in San Francisco, California, conducted by JAMS, Inc. (“JAMS”) under the then applicable JAMS rules (which can be found at the following web address:
http://www.jamsadr.com/rulesclauses, and which will be provided to you on request). By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or
administrative proceeding. The Company acknowledges that you will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution
of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall
be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of you if the dispute
were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in
such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. 
 10.
Proprietary Information and Inventions Agreement, Employee Policies and At-Will Employment. As a Calithera Biosciences employee, you will be required to sign and comply with a Proprietary Information and Inventions Agreement which prohibits
unauthorized use or disclosure of Calithera Biosciences’ proprietary information, and assigns to the Company intellectual property developed by you in the course of your employment, a copy of which will be provided to you prior to your
employment start date. In addition, you will be required to comply with Calithera Biosciences’ employee handbook and other policies, as adopted and amended from time to time, which are incorporated into these terms. A copy of the handbook will
be provided to you electronically prior to your employment start date. Finally, this is an “at-will” employment relationship, which means that either you or the Company may terminate the relationship at any time, with or without cause or
advance notice. This at-will relationship may not be changed except in a written agreement executed by an authorized officer of Calithera Biosciences. 

11. Acceptance of Employment. The employment terms in this offer letter, together with your Proprietary Information and Inventions
Agreement, will constitute the complete, final, and exclusive embodiment of the entire agreement between you and Calithera Biosciences with respect to the terms and conditions of your employment, and these terms supersede any other agreements or
promises 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 
made to you by anyone, whether oral or written, prior to or contemporaneous with this offer letter. Changes in your employment terms, other than those changes expressly reserved to the
Company’s discretion in this letter, require a written modification signed by a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure
to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this
Agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement shall be construed and enforced in accordance
with the laws of the State of California without regard to conflicts of law principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement, or rights hereunder, shall
be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile and electronic image copies of
signatures shall be equivalent to original signatures. 
 This offer of employment is contingent upon a reference check and satisfactory proof of your right
to work in the United States within three (3) days of your first date of employment with Calithera Biosciences. You will be provided with an email and employee number which will allow you to enter the Calithera Biosciences HR system and to
complete an 1-9 form which outlines acceptable forms of documentation that will verify your legal right to work in the United States. 
 Please sign and
date this letter if you wish to accept employment at Calithera Biosciences under the terms described above, and return one original to me by no later than March 21, 2014 (the second original is for your personal records). If you accept the
Company’s offer, your start date of employment will be the employment start date set forth above, or as we otherwise agree. 

  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com 









 We look forward to your favorable reply and to a productive and enjoyable work relationship as we build a company
and business together. 
 Sincerely, 

/s/ Susan Molineaux 

Susan Molineaux 

President and CEO 
  

 

	
	Accepted by:
	
	 /s/ Will Waddill

	Will Waddill
	
	March 19, 2014
	Date
	
	Enc: Benefits Summary


  
 343 Oyster Point
Boulevard, Suite 200 
 South San Francisco, CA 94080 

Main: 650 870-1000 
 Fax: 650
588-5272 
 www.calithera.com