a10






   KRONOS BIO, INC.  SEVERANCE AND CHANGE IN CONTROL PLAN    Section 1. INTRODUCTION.  The Kronos Bio, Inc. Severance and Change in Control Plan (the “Plan”) is hereby  established by the Board of Directors of Kronos Bio, Inc. (the “Company”) effective upon the Effective  Date (as defined below). The purpose of the Plan is to provide for the payment of severance and/or Change  in Control (as defined below) benefits to eligible employees of the Company Group (as defined below).  This Plan document is also the Summary Plan Description for the Plan.  For purposes of the Plan, the following terms are defined as follows:  (a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the  Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board of  Directors of the Company may determine the time or times at which “parent” or “subsidiary” status is  determined within the foregoing definition.  (b) “Base Salary” means base pay (excluding incentive pay, premium pay,  commissions, overtime, bonuses and other forms of variable compensation) as in effect prior to any  reduction that would give rise to an employee’s right to a resignation for Good Reason (if applicable).  (c) “Cause” means, with respect to a particular employee, the meaning ascribed to  such term in any written employment agreement, offer letter or similar agreement between such employee  and the Company Group defining such term, and, in the absence of such agreement, means with respect to  such employee, the term “Cause” as defined in the Equity Plan. The determination whether a termination  is for Cause shall be made by the Plan Administrator in its sole and exclusive judgment and discretion.  (d) “Change in Control” has the meaning ascribed to such term in the Equity Plan.  (e) “Change in Control Period” means the period commencing as of the Closing of a  Change in Control and ending 12 months following the Closing of a Change in Control.  (f) “Closing” means the initial closing of the Change in Control as defined in the  definitive agreement executed in connection with the Change in Control. In the case of a series of  transactions constituting a Change in Control, “Closing” means the first closing that satisfies the threshold  of the definition for a Change in Control.  (g) “Code” means the U.S. Internal Revenue Code of 1986, as amended, including any  applicable regulations and guidance thereunder.  (h) “Committee” means the Board of Directors or the Compensation Committee of the  Board of Directors of the Company.  (i) “Company” means Kronos Bio, Inc. or, following a Change in Control, the  surviving entity resulting from such event.  (j) “Company Group” means the Company and its Affiliates.  (k) “Confidentiality Agreement” means the Company Group’s standard form of  Proprietary Information and Invention Assignment Agreement or any similar or successor document.  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   2.     (l) “Covered Termination” means, with respect to an employee, a termination of  employment that is due to (1) a termination by the Company Group without Cause (other than as a result  of the employee’s death or Disability) or (2) a resignation for Good Reason and in either case of (1) or (2),  results in such employee’s Separation from Service.  (m) “Disability” means any physical or mental condition which renders an employee  incapable of performing the work for which he or she was employed by the Company or similar work  offered by the Company Group. The Disability of an employee shall be established if (i) the employee  satisfies the requirements for benefits under the Company Group’s long-term disability plan or (ii) if no  long-term disability plan, the employee satisfies the requirements for Social Security disability benefits.  (n) “Effective Date” means April 20, 2022.  (o) “Eligible Employee” means an employee of the Company Group that meets the  requirements to be eligible to receive Plan benefits as set forth in Section 2.  (p) “Equity Plan” means the Kronos Bio, Inc. 2020 Equity Incentive Plan, as amended  from time to time, or any successor plan thereto.  (q) “Good Reason” for an employee’s resignation has such meaning, with respect to  a particular employee, as is ascribed to such term in any written employment agreement, offer letter or  similar agreement between such employee and the Company Group defining such term, and, in the absence  of such agreement, means the undertaking of any of the following by the Company Group without the  employee’s written consent:   (1) a material reduction in a such employee’s base salary (unless pursuant to  a salary reduction program affecting substantially all of the similarly situated employees of the Company  Group and that does not adversely affect the employee to a greater extent than other similarly situated  employees);  (2) a material diminution of such employee’s authority, duties or  responsibilities;  (3) a relocation of such employee’s principal place of employment with the  Company Group (or successor to the Company, if applicable) to a place that increases such employee’s  one-way commute by more than 50 miles as compared to such employee’s then-current principal place of  employment immediately prior to such relocation (excluding regular travel in the ordinary course of  business); provided that (i) if such employee’s principal place of employment is his or her personal  residence, this clause (3) shall not apply and (ii) if the employee works remotely during any period in which  such employee’s regular principal office location is a Company Group office that is closed, then neither the  employee’s relocation to remote work or back to the office from remote work will be considered a relocation  of such employee’s principal office location for purposes of this definition; or  (4) a material breach by the Company Group of any provision of this Plan or  any other material agreement between such employee and the Company Group concerning the terms and  conditions of such employee’s employment with the Company Group.  Notwithstanding the foregoing, in order for the employee’s resignation to be deemed to have been for Good  Reason, the employee must (a) provide written notice to the Company Group of such employee’s intent to  resign for Good Reason within 30 days after the first occurrence of the event giving rise to Good Reason,  which notice shall describe the event(s) the employee believes give rise to Good Reason; (b) allow the  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   3.     Company Group at least 30 days from receipt of the written notice to cure the event (such period, the “Cure  Period”), and (c) if the event is not reasonably cured within the Cure Period, the employee’s resignation  from all positions held with the Company Group is effective not later than 30 days after the expiration of  the Cure Period.  (r) “Participation Agreement” means an agreement between an employee and the  Company in substantially the form of APPENDIX A attached hereto, and which may include such other  terms as the Committee deems necessary or advisable in the administration of the Plan.  (s) “Plan Administrator” means the Committee prior to the Closing and the  Representative upon and following the Closing, as applicable.  (t) “Representative” means one or more members of the Committee or other persons  or entities designated by the Committee prior to or in connection with a Change in Control that will have  authority to administer and interpret the Plan upon and following the Closing as provided in Section 9(a).  (u) “Section 409A” means Section 409A of the Code and the treasury regulations and  other guidance thereunder and any state law of similar effect.  (v) “Separation from Service” means a “separation from service” within the meaning  of Treasury Regulations Section 1.409A-1(h), without regard to any alternative definition thereunder.  (w) “Target Bonus” means the cash bonus payable to an Eligible Employee pursuant  to an annual performance bonus or annual variable compensation plan following completion of the  applicable plan year and based on achievement of specified performance goals for the year in which such  Covered Termination occurs, as if all the applicable performance goals for such year were attained at a  level of 100%. If at the time of the Covered Termination, an Eligible Employee is eligible for a Target  Bonus, but no target percentage or target dollar amount is specified for the year in which such Covered  Termination occurs, the Target Bonus amount will be the target bonus percentage established for such  eligible employee in the preceding year (but adjusted if necessary for your position for the year in which  the Covered Termination occurs). The Target Bonus shall not include any bonus paid in installments during  the applicable plan year.  Section 2. ELIGIBILITY FOR BENEFITS.  (a) Eligible Employee. An employee of the Company Group is eligible to participate  in the Plan if (i) the Plan Administrator has designated such employee as eligible to participate in the Plan  by providing such employee a Participation Agreement; (ii) such employee has signed and returned such  Participation Agreement to the Company Group within the time period required therein; and (iii) such  employee meets the other Plan eligibility requirements set forth in this Section 2. The determination of  whether an employee is an Eligible Employee shall be made by the Plan Administrator, in its sole discretion,  and such determination shall be binding and conclusive on all persons.  (b) Release Requirement. Except as otherwise provided in an individual Participation  Agreement, in order to be eligible to receive benefits under the Plan, the employee also must execute a  general waiver and release, in such a form as provided by the Company (the “Release”), within the  applicable time period set forth therein, and such Release must become effective in accordance with its  terms, which must occur in no event more than 60 days following the date of the applicable Covered  Termination.  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   4.     (c) Plan Benefits Provided In Lieu of Any Previous Benefits. Except as otherwise  provided in an individual Participation Agreement, this Plan shall supersede any change in control or  severance benefit plan, policy or practice previously maintained by the Company Group with respect to an  Eligible Employee and any change in control or severance benefits in any individually negotiated  employment contract or other agreement between the Company Group and an Eligible Employee.  Notwithstanding the foregoing, the Eligible Employee’s outstanding equity awards shall remain subject to  the terms of the Equity Plan or other applicable equity plan under which such awards were granted  (including the award documentation governing such awards) that may apply upon a Change in Control  and/or termination of such employee’s service and no provision of this Plan shall be construed as to limit  the actions that may be taken, or to violate the terms, thereunder.  (d) Exceptions to Severance Benefit Entitlement. An employee who otherwise is an  Eligible Employee will not receive benefits under the Plan in the following circumstances, as determined  by the Plan Administrator in its sole discretion:  (1) The employee is terminated by the Company Group for any reason or  voluntarily terminates employment with the Company Group in any manner, and in either case, such  termination does not constitute a Covered Termination. Voluntary terminations include, but are not limited  to, resignation, retirement or failure to return from a leave of absence on the scheduled date.  (2) The employee voluntarily terminates employment with the Company  Group in order to accept employment with another entity that is wholly or partly owned (directly or  indirectly) by the Company Group.  (3) The employee is offered an identical or substantially equivalent or  comparable position with the Company Group. For purposes of the foregoing, a “substantially equivalent  or comparable position” is one that provides the employee substantially the same level of responsibility and  compensation and would not give rise to the employee’s right to a resignation for Good Reason.  (4) The employee is offered immediate reemployment by a successor to the  Company or an Affiliate or by a purchaser of the Company’s assets, as the case may be, following a Change  in Control and the terms of such reemployment would not give rise to the employee’s right to a resignation  for Good Reason. For purposes of the foregoing, “immediate reemployment” means that the employee’s  employment with the successor to the Company or an Affiliate or the purchaser of its assets, as the case  may be, results in uninterrupted employment such that the employee does not incur a lapse in pay or benefits  as a result of the change in ownership of the Company or the sale of its assets. An employee who becomes  immediately reemployed as described in this Section 2(d)(4) by a successor to the Company or an Affiliate  or by a purchaser of the Company’s assets, as the case may be, following a Change in Control shall continue  to be an Eligible Employee following the date of such reemployment.  (5) The employee is rehired by the Company Group and recommences  employment prior to the date severance benefits under the Plan are scheduled to commence.  (e) Termination of Severance Benefits. An Eligible Employee’s right to receive  severance benefits under this Plan shall terminate immediately if, at any time prior to or during the period  for which the Eligible Employee is receiving severance benefits under the Plan, the Eligible Employee  (1) willfully breaches any material statutory, common law, or contractual  obligation to the Company Group (including, without limitation, the contractual obligations set forth in the  Confidentiality Agreement and any other confidentiality, non-disclosure and developments agreement, non- DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   5.     competition, non-solicitation, or similar type agreement between the Eligible Employee and the Company  Group, as applicable);   (2) fails to enter into the terms of the Confidentiality Agreement; or  (3) without the prior written approval of the Plan Administrator, engages in a  Prohibited Action (as defined below). In addition, if benefits under the Plan have already been paid to the  Eligible Employee and the Eligible Employee subsequently engages in a Prohibited Action during the  Prohibited Period (or it is determined that the Eligible Employee engaged in a Prohibited Action prior to  receipt of such benefits), any benefits previously paid to the Eligible Employee shall be subject to  recoupment by the Company Group on such terms and conditions as shall be determined by the Plan  Administrator, in its sole discretion. The “Prohibited Period” shall commence on the date of the Eligible  Employee’s Covered Termination and continue for the number of months corresponding to the Severance  Period set forth in such Eligible Employee’s Participation Agreement. A “Prohibited Action” shall occur  if the Eligible Employee: (i) breaches a material provision of the Confidentiality Agreement and/or any  obligations of confidentiality, non-solicitation, non-disparagement, no conflicts or non-competition set  forth in the Eligible Employee’s employment agreement, offer letter, any other written agreement between  the Eligible Employee and the Company Group, or under applicable law; (ii) encourages or solicits any of  the Company Group’s then current employees to leave the Company Group’s employ for any reason or  interferes in any other manner with employment relationships at the time existing between the Company  Group and its then current employees; or (iii) induces any of the Company Group’s then current clients,  customers, suppliers, vendors, distributors, licensors, licensees, or other third parties to terminate their  existing business relationship with the Company Group or interferes in any other manner with any existing  business relationship between the Company Group and any then current client, customer, supplier, vendor,  distributor, licensor, licensee, or other third parties.  Section 3. AMOUNT OF BENEFITS.  (a) Benefits in Participation Agreement. Benefits under the Plan shall be provided  to an Eligible Employee as set forth in the Participation Agreement.  (b) Additional Benefits. Notwithstanding the foregoing, the Committee may, in its  sole discretion, provide benefits to individuals who are not Eligible Employees (“Non-Eligible  Employees”) chosen by the Plan Administrator, in its sole discretion, and the provision of any such benefits  to a Non-Eligible Employee shall in no way obligate the Company Group to provide such benefits to any  other individual, even if similarly situated. If benefits under the Plan are provided to a Non-Eligible  Employee, references in the Plan to “Eligible Employee” (and similar references) shall be deemed to refer  to such Non-Eligible Employee.  (c) Certain Reductions. In addition to Section 2(e) above, the Company, in its sole  discretion, shall have the authority to reduce an Eligible Employee’s severance benefits, in whole or in part,  by any other severance benefits, pay and benefits provided during a period following written notice of a  business closing or mass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to  the Eligible Employee by the Company Group that become payable in connection with the Eligible  Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without  limitation, the Worker Adjustment and Retraining Notification Act or any other similar state law or (ii) any  Company Group policy or practice providing for the Eligible Employee to remain on the payroll for a  limited period of time after being given notice of the termination of the Eligible Employee’s employment,  and the Plan Administrator shall so construe and implement the terms of the Plan. Any such reductions that  the Company determines to make pursuant to this Section 3(c) shall be made such that any severance benefit  under the Plan shall be reduced solely by any similar type of benefit under such legal requirement,  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   6.     agreement, policy or practice (i.e., any cash severance benefits under the Plan shall be reduced solely by  any cash payments or severance benefits under such legal requirement, agreement, policy or practice). The  Company’s decision to apply such reductions to the severance benefits of one Eligible Employee and the  amount of such reductions shall in no way obligate the Company to apply the same reductions in the same  amounts to the severance benefits of any other Eligible Employee. In the Company’s sole discretion, such  reductions may be applied on a retroactive basis, with severance benefits previously paid being re- characterized as payments pursuant to the Company’s statutory obligation.  (d) Parachute Payments. Except as otherwise provided in an individual Participation  Agreement, if any payment or benefit an Eligible Employee will or may receive from the Company Group  or otherwise (a “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 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 the Eligible Employee’s 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 the Eligible  Employee. 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”).  Notwithstanding any provisions in this Section 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 the Eligible Employee 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.  The Company shall appoint a nationally recognized accounting or law firm to make the  determinations required by this Section. The Company shall bear all expenses with respect to the  determinations by such accounting or law firm required to be made hereunder. If the Eligible Employee  receives a Payment for which the Reduced Amount was determined pursuant to clause (x) above and the  Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise  Tax, Eligible Employee agrees to promptly return to the Company a sufficient amount of the Payment (after  reduction pursuant to clause (x) above) so that no portion of the remaining Payment is subject to the Excise  Tax. If the Reduced Amount was determined pursuant to clause (y) above, the Eligible Employee shall have  no obligation to return any portion of the Payment pursuant to the preceding sentence.  Section 4. RETURN OF COMPANY PROPERTY.  An Eligible Employee will not be entitled to any severance benefit under the Plan unless and until  the Eligible Employee returns all Company Property. For this purpose, “Company Property” means all  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   7.     paper and electronic Company Group documents (and all copies thereof) and other Company Group  property which the Eligible Employee had in his or her possession or control at any time, including, but not  limited to, Company Group files, notes, drawings, records, plans, forecasts, reports, studies, analyses,  proposals, agreements, financial information, research and development information, sales and marketing  information, operational and personnel information, specifications, code, software, databases, computer- recorded information, tangible property and equipment (including, but not limited to, computers, facsimile  machines, mobile telephones, 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  Group (and all reproductions thereof in whole or in part). As a condition to receiving benefits under the  Plan, an Eligible Employee must not make or retain copies, reproductions or summaries of any such  Company Group documents, materials or property. However, an Eligible Employee is not required to return  his or her personal copies of documents evidencing the Eligible Employee’s hire, termination,  compensation, benefits and stock options and any other documentation received as a stockholder of the  Company.  Section 5. TIME OF PAYMENT AND FORM OF BENEFITS.  The Company reserves the right in the Participation Agreement to specify whether payments under  the Plan will be paid in a single sum, in installments, or in any other form and to determine the timing of  such payments. All such payments under the Plan will be subject to applicable withholding for federal,  state, foreign, provincial and local taxes. All benefits provided under the Plan are intended to satisfy the  requirements for an exemption from application of Section 409A to the maximum extent that an exemption  is available and any ambiguities herein shall be interpreted accordingly; provided, however, that to the  extent such an exemption is not available, the benefits provided under the Plan are intended to comply with  the requirements of Section 409A to the extent necessary to avoid adverse personal tax consequences and  any ambiguities herein shall be interpreted accordingly.  It is intended that (i) each installment of any benefits payable under the Plan to an Eligible  Employee be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A- 2(b)(2)(i), (ii) all payments of any such benefits under the Plan satisfy, to the greatest extent possible, the  exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A- 1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)(iii), and (iii) any such benefits consisting of premium payments  for group health insurance continuation coverage also satisfy, to the greatest extent possible, the exemption  from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).  However, if the Company determines that any severance benefits payable under the Plan constitute  “deferred compensation” under Section 409A and the Eligible Employee is a “specified employee” of the  Company, as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid  the imposition of the adverse personal tax consequences under Section 409A, (A) the timing of such  severance benefit payments shall be delayed until the earlier of (1) the date that is six months and one day  after the Eligible Employee’s Separation from Service and (2) the date of the Eligible Employee’s death  (such applicable date, the “Delayed Initial Payment Date”), and (B) the Company shall (1) pay the Eligible  Employee a lump sum amount equal to the sum of the severance benefit payments that the Eligible  Employee would otherwise have received through the Delayed Initial Payment Date if the commencement  of the payment of the severance benefits had not been delayed pursuant to this paragraph and (2) commence  paying the balance, if any, of the severance benefits in accordance with the applicable payment schedule.    In no event shall payment of any severance benefits under the Plan be made prior to an Eligible  Employee’s Separation from Service or prior to the effective date of the Release. If the Company determines  that any severance payments or benefits provided under the Plan constitute “deferred compensation” under  Section 409A, and the Eligible Employee’s Separation from Service occurs at a time during the calendar  year when the Release could become effective in the calendar year following the calendar year in which  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   8.     the Eligible Employee’s Separation from Service occurs, then regardless of when the Release is returned to  the Company and becomes effective, the Release will not be deemed effective, solely for purposes of the  timing of payment of severance benefits under this Plan, any earlier than the latest permitted effective date  (the “Release Deadline”). If the Company determines that any severance payments or benefits provided  under the Plan constitute “deferred compensation” under Section 409A, then except to the extent that  severance payments may be delayed until the Delayed Initial Payment Date pursuant to the preceding  paragraph, on the first regular payroll date following the effective date of an Eligible Employee’s Release,  the Company shall (1) pay the Eligible Employee a lump sum amount equal to the sum of the severance  benefit payments that the Eligible Employee would otherwise have received through such payroll date but  for the delay in payment related to the effectiveness of the Release and (2) commence paying the balance,  if any, of the severance benefits in accordance with the applicable payment schedule.    Section 6. TRANSFER AND ASSIGNMENT.  The rights and obligations of an Eligible Employee under this Plan may not be transferred or  assigned without the prior written consent of the Company. This Plan shall be binding upon any entity or  person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly  carried on by the Company Group without regard to whether or not such entity or person actively assumes  the obligations hereunder and without regard to whether or not a Change in Control occurs.  Section 7. MITIGATION.  Except as otherwise specifically provided in the Plan, an Eligible Employee will not be required  to mitigate damages or the amount of any payment provided under the Plan by seeking other employment  or otherwise, nor will the amount of any payment provided for under the Plan be reduced by any  compensation earned by an Eligible Employee as a result of employment by another employer or any  retirement benefits received by such Eligible Employee after the date of the Eligible Employee’s  termination of employment with the Company Group.  Section 8. CLAWBACK; RECOVERY.  All payments and severance benefits provided under the Plan will be subject to recoupment in  accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards  of any national securities exchange or association on which the Company’s securities are listed or as is  otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable  law. In addition, the Plan Administrator may impose such other clawback, recovery or recoupment  provisions as the Plan Administrator determines necessary or appropriate, including but not limited to a  reacquisition right in respect of previously acquired shares of common stock of the Company or other cash  or property upon the occurrence of a termination of employment for Cause. No recovery of compensation  under such a clawback policy will be an event giving rise to a right to resign for Good Reason, constructive  termination, or any similar term under any plan of or agreement with the Company Group.  Section 9. RIGHT TO INTERPRET AND ADMINISTER PLAN; AMENDMENT AND TERMINATION.  (a) Interpretation and Administration. Prior to the Closing, the Committee shall be  the Plan Administrator and shall have the exclusive discretion and authority to establish rules, forms, and  procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and  all questions of fact, interpretation, definition, computation or administration arising in connection with the  operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of  benefits paid under the Plan. The rules, interpretations, computations and other actions of the Committee  shall be binding and conclusive on all persons. Upon and after the Closing, the Plan will be interpreted and  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   9.     administered in good faith by the Representative who shall be the Plan Administrator during such period.  All actions taken by the Representative in interpreting the terms of the Plan and administering the Plan  upon and after the Closing will be final and binding on all Eligible Employees. Any references in this Plan  to the “Committee” or “Plan Administrator” with respect to periods following the Closing shall mean the  Representative.  (b) Amendment. The Plan Administrator reserves the right to amend this Plan at any  time; provided, however, that any amendment of the Plan will not be effective as to a particular employee  who is or may be adversely impacted by such amendment or termination and has an effective Participation  Agreement without the written consent of such employee.  (c) Termination. The Plan will remain in effect until terminated by the Plan  Administrator. Any outstanding obligations under the Plan (if any) will remain outstanding following  termination of the Plan until satisfied by the Company (or successor to the Company, if applicable).  Section 10. NO IMPLIED EMPLOYMENT CONTRACT.  The Plan shall not be deemed (i) to give any employee or other person any right to be  retained in the employ of the Company Group or (ii) to interfere with the right of the Company Group to  discharge any employee or other person at any time, with or without cause, which right is hereby reserved.  This Plan does not modify the at-will employment status of any Eligible Employee.  Section 11. LEGAL CONSTRUCTION.  This Plan is intended to be governed by and shall be construed in accordance with the  Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the extent not preempted by ERISA,  the laws of the State of California.  Section 12. CLAIMS, INQUIRIES AND APPEALS.  (a) Applications for Benefits and Inquiries. Any application for benefits, inquiries  about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan  Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator  is:  Kronos Bio, Inc.  Compensation Committee of the Board of Directors or Representative  Attention to: Corporate Secretary  1300 So. El Camino Real, Suite 400  San Mateo, California 94402    (b) Denial of Claims. In the event that any application for benefits is denied in whole  or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial  of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with  the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed  to be understood by the applicant and will include the following:  (1) the specific reason or reasons for the denial;  (2) references to the specific Plan provisions upon which the denial is based;  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   10.     (3) a description of any additional information or material that the Plan  Administrator needs to complete the review and an explanation of why such information or material is  necessary; and  (4) an explanation of the Plan’s review procedures and the time limits  applicable to such procedures, including a statement of the applicant’s right to bring a civil action under  Section 502(a) of ERISA following a denial on review of the claim, as described in Section 12(d) below.  This notice of denial will be given to the applicant within 90 days after the Plan  Administrator receives the application, unless special circumstances require an extension of time, in which  case, the Plan Administrator has up to an additional 90 days for processing the application. If an extension  of time for processing is required, written notice of the extension will be furnished to the applicant before  the end of the initial 90 day period.  This notice of extension will describe the special circumstances necessitating the additional  time and the date by which the Plan Administrator is to render its decision on the application.  (c) Request for a Review. Any person (or that person’s authorized representative) for  whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a  request for a review to the Plan Administrator within 60 days after the application is denied. A request for  a review shall be in writing and shall be addressed to:  Kronos Bio, Inc.  Compensation Committee of the Board of Directors or Representative  Attention to: Corporate Secretary  1300 So. El Camino Real, Suite 400  San Mateo, California 94402    A request for review must set forth all of the grounds on which it is based, all facts in support of the request  and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall  have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written  comments, documents, records, and other information relating to his or her claim. The applicant (or his or  her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of,  all documents, records and other information relevant to his or her claim. The review shall take into account  all comments, documents, records and other information submitted by the applicant (or his or her  representative) relating to the claim, without regard to whether such information was submitted or  considered in the initial benefit determination.  (d) Decision on Review. The Plan Administrator will act on each request for review  within 60 days after receipt of the request, unless special circumstances require an extension of time (not  to exceed an additional 60 days), for processing the request for a review. If an extension for review is  required, written notice of the extension will be furnished to the applicant within the initial 60 day period.  This notice of extension will describe the special circumstances necessitating the additional time and the  date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will  give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply  with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the  denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to  be understood by the applicant, the following:  (1) the specific reason or reasons for the denial;  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   11.     (2) references to the specific Plan provisions upon which the denial is based;  (3) a statement that the applicant is entitled to receive, upon request and free  of charge, reasonable access to, and copies of, all documents, records and other information relevant to his  or her claim; and  (4) a statement of the applicant’s right to bring a civil action under Section  502(a) of ERISA.  (e) Rules and Procedures. The Plan Administrator will establish rules and  procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its  responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes  to submit additional information in connection with an appeal from the denial of benefits to do so at the  applicant’s own expense.  (f) Exhaustion of Remedies. No legal action for benefits under the Plan may be  brought until the applicant (i) has submitted a written application for benefits in accordance with the  procedures described by Section 12(a) above, (ii) has been notified by the Plan Administrator that the  application is denied, (iii) has filed a written request for a review of the application in accordance with the  appeal procedure described in Section 12(c) above, and (iv) has been notified that the Plan Administrator  has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an  Eligible Employee’s claim or appeal within the relevant time limits specified in this Section 12, the Eligible  Employee may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.  Section 13. BASIS OF PAYMENTS TO AND FROM PLAN.  The Plan shall be unfunded, and all cash payments under the Plan shall be paid only from  the general assets of the Company.  Section 14. OTHER PLAN INFORMATION.  (a) Employer and Plan Identification Numbers. The Employer Identification  Number assigned to the Company (which is the “Plan Sponsor” as that term is used in ERISA) by the  Internal Revenue Service is 82-1895605. The Plan Number assigned to the Plan by the Plan Sponsor  pursuant to the instructions of the Internal Revenue Service is 601.  (b) Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the  purpose of maintaining the Plan’s records is December 31.  (c) Agent for the Service of Legal Process. The agent for the service of legal process  with respect to the Plan is:  Kronos Bio, Inc.  Attention to: Corporate Secretary  1300 So. El Camino Real, Suite 400  San Mateo, California 94402    In addition, service of legal process may be made upon the Plan Administrator.   DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   12.     (d) Plan Sponsor. The “Plan Sponsor” is:  Kronos Bio, Inc.  1300 So. El Camino Real, Suite 400  San Mateo, California 94402  (650) 781-5200  (e) Plan Administrator. The Plan Administrator is the Committee prior to the  Closing and the Representative upon and following the Closing. The Plan Administrator’s contact  information is:  Kronos Bio, Inc.  Compensation Committee of the Board of Directors or Representative  1300 So. El Camino Real, Suite 400  San Mateo, California 94402    The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.  Section 15. STATEMENT OF ERISA RIGHTS.  Participants in this Plan (which is a welfare benefit plan sponsored by Kronos Bio, Inc.) are  entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered  a participant in the Plan and, under ERISA, you are entitled to:  (a) Receive Information About Your Plan and Benefits  (1) Examine, without charge, at the Plan Administrator’s office and at other  specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual  report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available  at the Public Disclosure Room of the Employee Benefits Security Administration;  (2) Obtain, upon written request to the Plan Administrator, copies of  documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if  applicable, and an updated (as necessary) Summary Plan Description. The Administrator may make a  reasonable charge for the copies; and  (3) Receive a summary of the Plan’s annual financial report, if applicable. The  Plan Administrator is required by law to furnish each Eligible Employee with a copy of this summary  annual report.  (b) Prudent Actions by Plan Fiduciaries. In addition to creating rights for Plan  Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the  employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do  so prudently and in the interest of you and other Eligible Employees and beneficiaries. No one, including  your employer, your union or any other person, may fire you or otherwise discriminate against you in any  way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.  (c) Enforce Your Rights. If your claim for a Plan benefit is denied or ignored, in  whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the  decision without charge, and to appeal any denial, all within certain time schedules.  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






   13.     Under ERISA, there are steps you can take to enforce the above rights. For  instance, if you request a copy of Plan documents or the latest annual report from the Plan, if applicable,  and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may  require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the  materials, unless the materials were not sent because of reasons beyond the control of the Plan  Administrator.  If you have a claim for benefits which is denied or ignored, in whole or in part,  you may file suit in a state or Federal court.  If you are discriminated against for asserting your rights, you may seek assistance  from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who  should pay court costs and legal fees. If you are successful, the court may order the person you have sued  to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if  it finds your claim is frivolous.  (d) Assistance with Your Questions. If you have any questions about the Plan, you  should contact the Plan Administrator. If you have any questions about this statement or about your rights  under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should  contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor,  listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits  Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.  20210. You may also obtain certain publications about your rights and responsibilities under ERISA by  calling the publications hotline of the Employee Benefits Security Administration. DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






      APPENDIX A  PARTICIPATION AGREEMENT  Name:  __________________________________  Section 1. ELIGIBILITY.  You have been designated as eligible to participate in the Kronos Bio, Inc. Severance and Change  in Control Plan (the “Plan”), a copy of which is attached to this Participation Agreement (the “Participation  Agreement”). Capitalized terms not explicitly defined in this Participation Agreement but defined in the  Plan shall have the same definitions as in the Plan. You will receive the benefits set forth below if you meet  all the eligibility requirements set forth in the Plan, including, without limitation, executing the required  Release within the applicable time period set forth therein and allowing such Release to become effective  in accordance with its terms. Notwithstanding the schedule for provision of benefits as set forth below, the  schedule and timing of payment of any benefits under this Participation Agreement is subject to any delay  in payment that may be required under Section 5 of the Plan.  Section 2. CHANGE IN CONTROL SEVERANCE BENEFITS.  If you are terminated in a Covered Termination that occurs during the Change in Control  Period, you will receive the severance benefits set forth in this Section 2. All severance benefits described  herein are subject to standard deductions and withholdings.  (a) Base Salary. You shall receive a cash payment in an amount equal to [     ]1 months  (the “Severance Period”) of payment of your Base Salary. The Base Salary payment will be paid to you in  a lump sum cash payment no later than the second regular payroll date following the later of (i) the effective  date of the Release or (ii) the Closing, but in any event not later than March 15 of the year following the  year in which your Separation from Service occurs.  (b) Annual Target Bonus Payment.  You will be entitled to [     ]2 of your Target  Bonus for the year in which your Covered Termination occurs.  The amount of the Target Bonus to which  you are entitled under this Section 2(b) will be calculated (1) assuming all articulated performance goals  for such bonus (including, but not limited to, corporate and individual performance, if applicable), for the  year of the Covered Termination were achieved at target levels; (2) as if you had provided services for the  entire year for which the bonus relates; and (3) ignoring any reduction in your Base Salary that would give  rise to your right to resignation for Good Reason (such bonus to which you are entitled under this  Section 2(b), the “Annual Target Bonus Payment”).  The Annual Target Bonus Payment shall be paid in  a lump sum cash payment no later than the second regular payroll date following the later of (i) the effective  date of the Release or (ii) the Closing, but in any event not later than March 15 of the year following the  year in which your Separation from Service occurs.    (c) Payment of Continued Group Health Plan Benefits. If you timely elect  continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation  Act of 1985 (“COBRA”) following your Covered Termination date, the Company Group shall pay directly  to the carrier the full amount of your COBRA premiums on behalf of you for your continued coverage    1 For CEO, 18 months. For other C-level employees, 12 months. For SVP-level employees, 9 months. For  VP-level employees, 6 months.  2 For CEO, 150%. For other C-level employees, 100%. For SVP-level employees, 75% months. For VP- level employees, 50%.  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






    under the Company Group’s health plans, including coverage for your eligible dependents, until the earliest  of (i) the end of the Severance Period following the date of your Covered Termination, (ii) the expiration  of your eligibility for the continuation coverage under COBRA, or (iii) the date when you become eligible  for substantially equivalent health insurance coverage in connection with new employment (such period  from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon  the conclusion of such period of insurance premium payments made by the Company Group, you will be  responsible for the entire payment of premiums (or payment for the cost of coverage) required under  COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this Section, (1)  references to COBRA shall be deemed to refer also to analogous provisions of state law and (2) any  applicable insurance premiums that are paid by the Company Group shall not include any amounts payable  by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if  any, are your sole responsibility. You agree to promptly notify the Company Group as soon as you become  eligible for health insurance coverage in connection with new employment or self-employment.  Notwithstanding the foregoing, if at any time the Company Group determines, in its sole discretion, that it  cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties  under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then  in lieu of paying COBRA premiums directly to the carrier on your behalf, the Company Group will instead  pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash  payment equal to the value of your monthly COBRA premium for the first month of COBRA coverage,  subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special  Severance Payment to be made without regard to your election of COBRA coverage or payment of COBRA  premiums and without regard to your continued eligibility for COBRA coverage during the COBRA  Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment  Period.  (d) Equity Acceleration. The vesting and exercisability of each outstanding unvested  stock option and other stock award, as applicable, that you hold covering the Company Group’s equity  securities (including any equity securities assumed, substituted or continued by the Company’s successor  in connection with the Change in Control) as of the date of your Covered Termination (each, an “Equity  Award”) and that vests based solely upon your continued service shall be accelerated in full and any  reacquisition or repurchase rights held by the Company Group (or its successor) in respect of the equity  securities issued pursuant to any Equity Award granted to you shall lapse in full. Each Equity Award that  is subject to performance-based vesting conditions shall vest in accordance with the terms and conditions  set forth the applicable agreement(s) governing such Equity Award.  Section 3. NON-CHANGE IN CONTROL SEVERANCE BENEFITS.   If you are terminated in a Covered Termination that occurs at a time that is not during the Change  in Control Period, you will receive:  (a) the base salary cash payment described in Section 2(a) above, but in an amount  equal to [     ]3 months and the payment shall be made in accordance with the Company Group’s regular  payroll practices over the length of the Severance Period rather than in a single lump sum;    3 For CEO, 12 months. For other C-level employees, 9 months. For SVP-level employees, 6 months. For  VP-level employees, 3 months.  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






    (b) the COBRA benefits described in Section 2(c) above, but the Severance Period for  purposes of calculating such benefits shall be [     ]4 months; and  (c) [the Equity Award acceleration benefits described in Section 2(d).]5  In no event shall you be entitled to benefits under both Section 2 and this Section 3. If you are eligible for  severance benefits under both Section 2 and this Section 3, you shall receive the benefits set forth in  Section 2 and such benefits shall be reduced by any benefits previously provided to you under Section 3.  Section 4. ACKNOWLEDGEMENTS; INTERACTION WITH PRIOR BENEFITS.  As a condition to participation in the Plan, you hereby acknowledge each of the following:    (a) The benefits that may be provided to you under this Participation Agreement are  subject to certain reductions and termination under Section 2 and Section 3 of the Plan.  (b) Your eligibility for and receipt of any severance benefits to which you may become  entitled as described in Section 2 or Section 3 above is expressly contingent upon your execution of and  compliance with the terms and conditions of the Plan, the Release and the Confidentiality Agreement.  Severance benefits under this Participation Agreement shall immediately cease in the event of your  violation of the provisions of Confidentiality Agreement or any other written agreement with the Company  Group.  (c) As further described in Section 2(c) of the Plan, this Participation Agreement and  the Plan supersede and replace any change in control or severance benefits previously provided to you, and  by executing below you expressly agree to such treatment.  To accept the terms of this Participation Agreement and participate in the Plan, please sign and date  this Participation Agreement in the space provided below and return it to _____________________ no later  than _________, ____.    Kronos Bio, Inc.    By:      _____________________  _____________________      Eligible Employee               4 For CEO, 12 months. For other C-level employees, 9 months. For SVP-level employees, 6 months. For  VP-level employees, 3 months.  5 For CEO and C-level employees, include the bracketed text. For SVP- and VP-level employees, delete  subsection (c) and replace “; and” with “.” in the preceding subsection (b).  DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865 





 






      Date:    DocuSign Envelope ID: FC565EFD-41FA-4C85-9E97-977CE7113865