Exhibit 10.1

 



Execution   Version APPLIED THERAPEUTICS INC. August 28, 2019 Riccardo Perfetti, MD, PhD   332 West 19th Street, Apartment PHA New York, NY 10011 Dear Riccardo: We are   pleased to offer you continued full time employment with Applied Therapeutics   Inc. (the “Company”) under the terms set forth in this letter agreement (the   “Agreement”), effective upon the effectiveness of the registration statement   for the Company’s initial public offering (the “Effective Date”). This   Agreement supersedes the offer letter between you and the Company that was   executed in May 2018 (the “Offer Letter”) in its entirety. 1. Employment by   the Company. (a) Position. You will continue to serve as the Company’s Chief   Medical Officer (“CMO”). 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. (b) Duties and Location. You will   continue to perform those duties and responsibilities as are customary for   the position of CMO and as may be directed by the Chief Executive Officer   (“CEO”), to whom you will report. If the current CEO’s employment with the   Company is terminated for any reason (other than due to the current CEO’s   disability or death), then within 30 days following the current CEO’s   departure, you may notify the Company in writing of a request to engage in   good faith discussions regarding the terms and conditions of your employment   by the Company (such written notice, the “Meeting Request”) in light of the   current CEO’s departure. The Company shall schedule a meeting with you in   response to any such timely Meeting Request and shall engage in such good   faith discussions within sixty (60) days after receiving the Meeting Request.   Your primary work location will be the Company’s office in New York, New   York. Notwithstanding the foregoing, the Company reserves the right to reasonably   require you to perform your duties at places other than your primary office   location from time to time, and to require reasonable business travel. The   Company may modify your job title and duties as it deems necessary and   appropriate in light of the Company’s needs and interests from time to time.   2. Base Salary and Employee Benefits. (a) Salary. You will receive for   services to be rendered hereunder a starting base salary paid at the rate of   $450,000 per year, less standard payroll deductions and tax withholdings.   Your base salary will be paid on the Company’s ordinary payroll cycle. As an   exempt salaried employee, you will be required to work the Company’s normal   business hours, and such additional time as appropriate for your work   assignments and position, and you will not be entitled to overtime   compensation. The base salary will be reviewed annually and may be increased   but not decreased, unless in connection with an across-the-board reduction in   salary of other similarly situated Company executives. 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 2 (b) Sign-On Bonus. In the Offer   Letter, you were promised a $100,000 sign-on bonus, half of which was   scheduled to be paid on the first day of your employment with the Company (the   “Start Date”) and the other half was to be paid on the one-year anniversary   of the Start Date. You acknowledge and agree that at the time you commenced   your employment with the Company you were timely paid $50,000, less standard   payroll deductions and tax withholdings, as the first half of this sign-on   bonus. On the one-year anniversary of your Start Date, the Company will pay   you the remaining $50,000 of the sign-on bonus, less standard payroll   deductions and tax withholdings, subject to your continued employment through   such payment date. (c) Benefits. As a regular full-time employee, you will   continue to be eligible to participate in the Company’s standard employee   benefits offered to executive level employees, as in effect from time to time   and subject to plan terms and generally applicable Company policies. Details   about these benefits plans will be provided, upon request. 3. Annual Bonus.   You will be eligible to earn an annual performance and retention bonus of up   to forty percent (40%) of your base salary rate (the “Annual Bonus”). The   Annual Bonus will be based upon the Company’s Board of Directors’ (the   “Board”) assessment of your performance and the Company’s attainment of   written targeted goals as set by the Board in its sole discretion. Bonus payments,   if any, will be subject to applicable payroll deductions and withholdings.   Following the close of each calendar year, the Board will determine whether   you have earned an Annual Bonus, and the amount of any such bonus, based on   the achievement of such goals. No amount of Annual Bonus is guaranteed, and   you must be an employee on the Annual Bonus payment date to be eligible to   receive an Annual Bonus; no partial or prorated bonuses will be provided. The   Annual Bonus, if earned, will be paid no later than March 15 of the calendar   year after the applicable bonus year. Your bonus eligibility is subject to   change in the discretion of the Board (or any authorized committee thereof).   4. Expenses. The Company will reimburse you for reasonable travel, entertainment   or other expenses incurred by you in furtherance or in connection with the   performance of your duties hereunder, in accordance with the Company’s   expense reimbursement policy as in effect from time to time. 5. Equity   Compensation. You acknowledge and agree that you were granted an option to   purchase 3,863 shares of the Company’s Common Stock with an exercise price   equal to the fair market value as determined by the Board on the applicable   date of the grant (the “Option”). The Option will continue to be subject to   the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”), and the   applicable stock option agreement. The Option will continue to vest subject   to your continued employment over a three (3)-year period, whereby   thirty-three percent (33%) of your Option shares will vest on the one   (1)-year anniversary of your Start Date, with the remaining shares subject to   the Option vesting in twenty-four (24) equal monthly installments thereafter,   in each case subject to your continued employment through the applicable   vesting dates. 6. Compliance with Confidentiality Information Agreement and   Company Policies. In connection with your continued employment with the   Company, you will receive and have access to Company confidential information   and trade secrets. Accordingly, and also in exchange for the eligibility for   the Severance Benefits offered herein, attached hereto as Exhibit A is the   Company’s Employee Confidential Information, Inventions, Non-Solicitation and   Non-Competition Agreement (the “Confidentiality Agreement”), which contains   restrictive covenants and prohibits unauthorized use or disclosure of the   Company’s confidential information and trade secrets, among other   obligations. Please review the Confidentiality Agreement and only sign it after   careful consideration. In addition, you are required to abide by the   Company’s policies and procedures, as modified from 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 3 time to time within the Company’s   discretion. In the event the terms of this Agreement differ from or are in   conflict with the Company’s general employment policies or practices, this   Agreement shall control. 7. Protection of Third-Party Information.In your   work for the Company, you will continue to be expected not to make any   unauthorized use or disclosure of any confidential or proprietary   information, including trade secrets, of any former employer or other third   party to whom you have contractual obligations to protect such information.   Rather, you will be expected to use only that information which is generally   known and used by persons with training and experience comparable to your   own, which is common knowledge in the industry or otherwise legally in the   public domain, or which is otherwise provided or developed by the Company.   You represent that you are able to perform your job duties within these   guidelines, and you are not in unauthorized possession of any unpublished   documents, materials, electronically-recorded information, or other property   belonging to any former employer or other third party to whom you have a   contractual obligation to protect such property. In addition, you represent   and warrant that your employment by the Company will not conflict with any   prior employment or consulting agreement or other agreement with any third   party, that you will perform your duties to the Company without violating any   such agreement(s), and that you have disclosed to the Company in writing any   contract you have signed that may restrict your activities on behalf of the   Company. 8. At-Will Employment Relationship. Your employment relationship   with the Company will continue to be at-will. Accordingly, you may terminate   your employment with the Company at any time and for any reason whatsoever   simply by notifying the Company; and the Company may terminate your   employment at any time, with or without Cause or advance notice. If your   employment ends for any reason, the Company will provide you with (i) your   unpaid Base Salary through the date of termination; (ii) all of your accrued,   but unused paid time off time if required by law or Company policy; and (iii)   any unpaid expense reimbursements accrued by you as of the date of   termination (the “Accrued Obligations”). 9. Severance Benefits; Termination   without Cause or Resignation for Good Reason. If the Company terminates your   employment without Cause (other than as a result of your death or disability)   or you resign for Good Reason (either a termination referred to as a   “Qualifying Termination”), and provided such Qualifying Termination   constitutes a Separation from Service (as defined under Treasury Regulation   Section 1.409A-1(h), without regard to any alternative definition thereunder,   a “Separation from Service”), then subject to Sections 11 (“Conditions to   Receipt of Severance Benefits”) and 12 (“Return of Company Property”) below   and your continued compliance with the terms of this Agreement (including   without limitation the Confidentiality Agreement), in addition to your   Accrued Obligations, the Company will provide you with the following   severance benefits (the “Severance Benefits”): (a)Cash Severance. The Company   will pay you, as cash severance, twelve (12) months of your base salary in   effect as of your Separation from Service date, less standard payroll   deductions and tax withholdings (the “Severance”). The Severance will be paid   in installments in the form of continuation of your base salary payments,   paid on the Company’s ordinary payroll dates, commencing on the Company’s   first regular payroll date that is more than sixty (60) days following your   Separation from Service date, and shall be for any accrued base salary for   the sixty (60)-day period plus the period from the sixtieth (60th) day until   the regular payroll date, if applicable, and all salary continuation payments   thereafter, if any, shall be made on the Company’s regular payroll dates. (b)   Bonus Severance Payment. The Company will pay you a lump sum cash amount   equivalent to your target Annual Bonus for the year in which the Separation   from Service Date occurs (the “Bonus Severance 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 4 Payment”). Your Base Salary as in   effect on the Separation from Service Date, ignoring any decrease that forms   the basis of your resignation for Good Reason, if applicable, shall be used   for calculating the Bonus Severance Payment. The Bonus Severance Payment will   be paid within sixty (60) days of the effective date of the Release (namely,   the date it can no longer be revoked) but in no event later than March 15th   of the year following the year in which the Separation from Service Date   occurs. (c) COBRA Severance. As an additional Severance Benefit, the Company   will continue to pay the cost of your (and, if applicable, your covered   dependents’) health care coverage in effect at the time of your Separation from   Service for a maximum of twelve (12) 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   (e.g., a new employer or spouse’s benefit plan), unless otherwise prohibited   by applicable law. 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 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 coverage or (y) the last day of the twelfth (12th) calendar month   following your Separation from Service date. (d) Accelerated Vesting. The   Company also shall accelerate the vesting of any then-unvested shares subject   to any outstanding option to purchase shares of the Company’s Common Stock   such that one hundred percent (100%) of such shares shall be deemed immediately   vested and exercisable as of your Separation from Service date. 10.   Resignation Without Good Reason; Termination for Cause; Death or Disability.   If, at any time, you resign your employment without Good Reason, or the   Company terminates your employment for Cause, or if either party terminates   your employment as a result of your death or disability, you will receive   only (a) your Accrued Obligations, and (b) a prorated Annual Bonus based upon   your performance at the Company in the calendar year in which your   termination due to death or disability occurs. Under these circumstances, you   will not be entitled to any other form of compensation from the Company,   including any Severance Benefits, other than your rights to the vested   portion of your Option and any other rights to which you are entitled under   the Company’s benefit programs. 11. Conditions to Receipt of Severance   Benefits.Prior to and as a condition to your receipt of the Severance   Benefits described above, you shall execute and deliver to the Company an   effective release of claims in favor of and in a form acceptable to the   Company (the “Release”) within the timeframe set forth therein, but not later   than forty-five (45) days following your Separation from Service date, and   allow the Release to become effective according to its terms (by not invoking   any legal right to revoke it) within any applicable time period set forth   therein (such latest permitted effective date, the “Release Deadline”). 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 5 12. Return of Company Property.Upon   the termination of your employment for any reason, as a precondition to your   receipt of the Severance Benefits, within five (5) days after your Separation   from Service Date (or earlier if requested by the Company), you will return   to the Company all Company documents (and all copies thereof) and other   Company property within your possession, custody or control, including, but   not limited to, Company files, notes, financial and operational information,   customer lists and contact information, product and services information,   research and development information, drawings, records, plans, forecasts,   reports, payroll information, spreadsheets, studies, analyses, compilations   of data, proposals, agreements, sales and marketing information, personnel   information, specifications, code, software, databases, computer-recorded   information, tangible property and equipment (including, but not limited to,   computers, facsimile machines, mobile telephones, tablets, handheld devices,   and servers), credit cards, entry cards, identification badges and keys, and   any materials of any kind which contain or embody any proprietary or   confidential information of the Company, and all reproductions thereof in   whole or in part and in any medium. You further agree that you will make a   diligent search to locate any such documents, property and information and   return them to the Company within the timeframe provided above. In addition,   if you have used any personally-owned computer, server, or e-mail system to   receive, store, review, prepare or transmit any confidential or proprietary   data, materials or information of the Company, then within five (5) days   after your Separation from Service date you must provide the Company with a computer-useable   copy of such information and permanently delete and expunge such confidential   or proprietary information from those systems without retaining any   reproductions (in whole or in part); and you agree to provide the Company   access to your system, as requested, to verify that the necessary copying and   deletion is done. If requested, you shall deliver to the Company a signed   statement certifying compliance with this Section prior to the receipt of the   Severance Benefits. 13. Outside Activities. Throughout your employment with   the Company, you may be eligible to engage in civic, educational,   not-for-profit or similar types of activities and/or managing your and your   family’s personal investments and affairs, so long as such activities do not   interfere with the performance of your duties hereunder and are in accordance   with the Company’s Code of Business Conduct and Ethics. During your   employment by the Company, except on behalf of the Company, you will not   directly or indirectly serve as an officer, director, stockholder, employee,   partner, proprietor, investor, joint venturer, associate, representative or   consultant of any other person, corporation, firm, partnership or other   entity whatsoever known by you to compete with the Company (or is planning or   preparing to compete with the Company), anywhere in the world, in any line of   business engaged in (or demonstrably planned to be engaged in) by the   Company; provided, however, that you may purchase or otherwise acquire up to   (but not more than) one percent (1%) of any class of securities of any   enterprise (but without participating in the activities of such enterprise)   if such securities are listed on any national or regional securities   exchange. 14. Definitions. For purposes of this Agreement, the following   terms shall have the following meanings: For purposes of this Agreement,   “Cause” for termination will mean your: (a) conviction (including a guilty   plea or plea of nolo contendere) of any felony or any other crime involving   fraud, dishonesty or moral turpitude; (b) your commission or attempted   commission of or participation in a fraud or act of material dishonesty or   misrepresentation against the Company; (c) material breach of your duties to   the Company; (d) intentional damage to any property of the Company; (e)   willful misconduct, or other willful violation of Company policy that causes   material harm to the Company; (f) your material violation of any written and   fully executed contract or agreement between you and the Company, including   without limitation, material breach of your Confidentiality Agreement, or of   any statutory duty you owe to the Company. No Cause shall exist unless the   Company has provided you with written notice of termination describing the   particular circumstances giving rise to Cause 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 6 (which notice shall be delivered   within thirty (30) days of the initial occurrence or discovery by the Company   of the alleged Cause conduct), and has provided you the opportunity to cure,   to the extent reasonably susceptible to cure, such circumstances within   thirty (30) days after receiving such notice. If you so effect a cure, the   notice of Cause shall be deemed rescinded and of no force or effect. For   purposes of this Agreement, you shall have “Good Reason” for resigning from   employment with the Company if any of the following actions are taken by the   Company without your prior written consent: (a) a material reduction in your   base salary, which the parties agree is a reduction of at least ten percent   (10%) of your base salary (unless pursuant to a salary reduction program   applicable generally to the Company’s similarly situated employees); (b) a   material reduction in your duties (including responsibilities and/or   authorities), provided, however, that a change in job position (including a   change in title) shall not be deemed a “material reduction” in and of itself   unless your new duties are materially reduced from the prior duties; (c)   relocation of your principal place of employment to a place that increases   your one-way commute by more than fifty (50) miles as compared to your   then-current principal place of employment immediately prior to such   relocation; or (d) a material breach of this Agreement. In order to resign   for Good Reason, you must provide written notice to the Company’s CEO within   thirty (30) days after the first occurrence of the event giving rise to Good   Reason setting forth the basis for your resignation, allow the Company at   least thirty (30) days from receipt of such written notice to cure such   event, and if such event is not reasonably cured within such period, you must   resign from all positions you then hold with the Company not later than   thirty (30) days after the expiration of the cure period. 15. Compliance with   Section 409A. It is intended that the Severance Benefits set forth in this   Agreement satisfy, to the greatest extent possible, the exemptions from the   application of Section 409A of the Internal Revenue Code of 1986, as amended,   (the “Code”) (Section 409A, together with any state law of similar effect,   “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4),   1.409A-1(b)(5) and 1.409A-1(b)(9). For purposes of Section 409A (including,   without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)),   your right to receive any installment payments under this Agreement (whether   severance payments, reimbursements or otherwise) 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 this Agreement, if   the Company (or, if applicable, the successor entity thereto) determines that   the Severance Benefits constitute “deferred compensation” under Section 409A   and you are, on the date of your Separation from Service, a “specified   employee” of the Company or any successor entity thereto, as such term is   defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”),   then, solely to the extent necessary to avoid the incurrence of adverse   personal tax consequences under Section 409A, the timing of the Severance   Benefits shall be delayed until the earliest of: (i) the date that is six (6)   months and one (1) day after your Separation from Service date, (ii) the date   of your death, or (iii) such earlier date as permitted under Section 409A   without the imposition of adverse taxation. Upon the first business day   following the expiration of such applicable Code Section 409A(a)(2)(B)(i)   period, all payments or benefits deferred pursuant to this Section shall be   paid in a lump sum or provided in full by the Company (or the successor   entity thereto, as applicable), and any remaining payments due shall be paid   as otherwise provided herein. No interest shall be due on any amounts so   deferred. If the Severance Benefits are not covered by one or more exemptions   from the application of Section 409A and the Release could become effective   in the calendar year following the calendar year in which you have a   Separation from Service, the Release will not be deemed effective any earlier   than the Release Deadline. The Severance Benefits are intended to qualify for   an exemption from application of Section 409A or comply with its requirements   to the extent necessary to avoid adverse personal tax consequences under   Section 409A, and any ambiguities herein shall be interpreted accordingly.   Notwithstanding anything to the contrary herein, to the extent required to   comply with Section 409A, a termination of employment shall not be 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 7 deemed to have occurred for purposes   of any provision of this Agreement providing for the payment of amounts or   benefits upon or following a termination of employment unless such   termination is also a “separation from service” within the meaning of Section   409A. With respect to reimbursements or in-kind benefits provided to you   hereunder (or otherwise) that are not exempt from Section 409A, the following   rules shall apply: (i) the amount of expenses eligible for reimbursement, or   in-kind benefits provided, during any one of your taxable years shall not   affect the expenses eligible for reimbursement, or in-kind benefit to be   provided in any other taxable year, (ii) in the case of any reimbursements of   eligible expenses, reimbursement shall be made on or before the last day of   your taxable year following the taxable year in which the expense was   incurred, (iii) the right to reimbursement or in-kind benefits shall not be   subject to liquidation or exchange for another benefit. 16. Section 280G;   Parachute Payments. (a) If any payment or benefit you will or may receive   from the Company or otherwise (a “280G Payment”) would (i) constitute a   “parachute payment” within the meaning of Section 280G of the Code, and (ii)   but for this sentence, be subject to the excise tax imposed by Section 4999   of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant   to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The   “Reduced Amount” shall be either (x) the largest portion of the Payment that   would result in no portion of the Payment (after reduction) being subject to   the Excise Tax or (y) the largest portion, up to and including the total, of   the Payment, whichever amount (i.e., the amount determined by clause (x) or   by clause (y)), after taking into account all applicable federal, state and   local employment taxes, income taxes, and the Excise Tax (all computed at the   highest applicable marginal rate), results in your receipt, on an after-tax   basis, of the greater economic benefit notwithstanding that all or some   portion of the Payment may be subject to the Excise Tax. If a reduction in a   Payment is required pursuant to the preceding sentence and the Reduced Amount   is determined pursuant to clause (x) of the preceding sentence, the reduction   shall occur in the manner (the “Reduction Method”) that results in the   greatest economic benefit for you. If more than one method of reduction will   result in the same economic benefit, the items so reduced will be reduced pro   rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of   subsection (a) above to the contrary, if the Reduction Method or the Pro Rata   Reduction Method would result in any portion of the Payment being subject to   taxes pursuant to Section 409A that would not otherwise be subject to taxes   pursuant to Section 409A, then the Reduction Method and/or the Pro Rata   Reduction Method, as the case may be, shall be modified so as to avoid the   imposition of taxes pursuant to Section 409A as follows: (A) as a first   priority, the modification shall preserve to the greatest extent possible,   the greatest economic benefit for you as determined on an after-tax basis;   (B) as a second priority, Payments that are contingent on future events   (e.g., being terminated without Cause), shall be reduced (or eliminated)   before Payments that are not contingent on future events; and (C) as a third   priority, Payments that are "deferred compensation" within the   meaning of Section 409A shall be reduced (or eliminated) before Payments that   are not deferred compensation within the meaning of Section 409A. (c) Unless   you and the Company agree on an alternative accounting firm or law firm, the   accounting firm engaged by the Company for general tax compliance purposes as   of the day prior to the effective date of the change in control transaction   shall perform the foregoing calculations. If the accounting firm so engaged   by the Company is serving as accountant or auditor for the individual, entity   or group effecting the change in control transaction, the Company shall   appoint a nationally recognized accounting or law firm to make the   determinations required by this Section 16 (“Section 280G; Parachute Payments”).   The Company shall bear all expenses with respect to the determinations by   such accounting or law firm required to be made hereunder. The Company shall 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 8 use commercially reasonable efforts   to cause the accounting or law firm engaged to make the determinations   hereunder to provide its calculations, together with detailed supporting   documentation, to you and the Company within fifteen (15) calendar days after   the date on which your right to a 280G Payment becomes reasonably likely to   occur (if requested at that time by you or the Company) or such other time as   requested by you or the Company. (d) If you receive a Payment for which the   Reduced Amount was determined pursuant to clause (x) of Section 16(a) and the   Internal Revenue Service determines thereafter that some portion of the   Payment is subject to the Excise Tax, you agree to promptly return to the   Company a sufficient amount of the Payment (after reduction pursuant to   clause (x) of Section 16(a)) so that no portion of the remaining Payment is   subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount   was determined pursuant to clause (y) of Section 16(a), you shall have no   obligation to return any portion of the Payment pursuant to the preceding   sentence. 17. Dispute Resolution.To ensure the rapid and economical   resolution of disputes that may arise in connection with your employment with   the Company, you and the Company agree that any and all disputes, claims, or   causes of action, in law or equity, including but not limited to statutory   claims, arising from or relating to the enforcement, breach, performance, or   interpretation of this Agreement, your employment with the Company, or the   termination of your employment, shall be resolved pursuant to the Federal   Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law, by   final, binding and confidential arbitration conducted by JAMS or its   successor, under JAMS’ then applicable rules and procedures for employment   disputes before a single arbitrator (available upon request and also   currently available at http://www.jamsadr.com/rules-employment-arbitration/).   You acknowledge that 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. Prior to any arbitration, you and   the Company agree first to engage in prompt and serious good faith   discussions to resolve the dispute. In addition, all claims, disputes, or   causes of action under this section, whether by you or the Company, must be   brought in an individual capacity, and shall not be brought as a plaintiff   (or claimant) or class member in any purported class or representative   proceeding, nor joined or consolidated with the claims of any other person or   entity. The arbitrator may not consolidate the claims of more than one person   or entity, and may not preside over any form of representative or class   proceeding. To the extent that the preceding sentences regarding class claims   or proceedings are found to violate applicable law or are otherwise found   unenforceable, any claim(s) alleged or brought on behalf of a class shall   proceed in a court of law rather than by arbitration. This paragraph shall   not apply to any action or claim that cannot be subject to mandatory   arbitration as a matter of law, including, without limitation, sexual   harassment claims, to the extent such claims are not permitted by applicable   law to be submitted to mandatory arbitration (collectively, the “Excluded   Claims”). In the event you intend to bring multiple claims, including one of   the Excluded Claims listed above, the Excluded Claims may be publicly filed   with a court, while any other claims will remain subject to mandatory   arbitration. You will have the right to be represented by legal counsel at   any arbitration proceeding. Questions of whether a claim is subject to   arbitration under this agreement shall be decided by the arbitrator.   Likewise, procedural questions which grow out of the dispute and bear on the   final disposition are also matters for the arbitrator. 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 statement signed by the arbitrator regarding the   disposition of each claim and the relief, if any, awarded as to each claim,   the reasons for the award, and the arbitrator’s essential findings and   conclusions on which the award is based. The arbitrator shall be authorized   to award all relief that you or the Company would be entitled to seek in a   court of law. You and the Company shall equally share all JAMS’ arbitration   fees. Each party is responsible for its own attorneys’ fees, except as   expressly set forth in your Confidentiality Agreement. Nothing in this   Agreement is intended to prevent 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 9 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. 18. Indemnification. You will be entitled to   indemnification to the maximum extent permitted by applicable law and the   Company’s Bylaws with terms no less favorable than provided to any other   Company executive officer or director and subject to the terms of any   separate written indemnification agreement. At all times during your   employment, the Company shall maintain in effect a directors and officers   liability insurance policy with you as a covered officer. 19. Miscellaneous.   This offer is contingent upon a background check clearance, reference checks   clearance, and satisfactory proof of your identity and right to work in the   United States. This Agreement, together with your Confidentiality Agreement,   forms the complete and exclusive statement of your employment agreement with   the Company. It supersedes any other agreements or promises made to you by   anyone, whether oral or written, including the Offer Letter. Changes in your   employment terms, other than those changes expressly reserved to the   Company’s or Board’s discretion in this Agreement, require a written   modification approved by the Company and 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 New York 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 and delivered via facsimile, electronic mail   (including pdf or any electronic signature complying with the U.S. federal   ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable   law) or other transmission method and shall be deemed to have been duly and   validly delivered and be valid and effective for all purposes. Please sign   and date this Agreement and return it to me on or before August 30, 2019 if   you wish to accept continued employment at the Company under the terms   described above. This Agreement may be executed in one or more counterparts,   each of which shall be deemed to be an original, but all of which together   shall constitute one and the same agreement. The offer of continued   employment herein will expire if I do not receive this signed letter by that   date. I would be happy to discuss any questions that you may have about these   terms. Sincerely, Shoshana Shendelman Chief Executive Officer Reviewed,   Understood, and Accepted: August 30, 2019 Riccardo Perfetti, MD, PhD Date 


    




 










Riccardo   Perfetti, MD, PhD August 28, 2019 Page 10 Exhibit A: Agreement Employee   Confidential Information, Inventions, Non-Solicitation and Non-Competition 


    




 










Execution   Version EXHIBIT A CONFIDENTIALITY AGREEMENT 202423273 v10 A-1