EX-10.1




 Exhibit 10.1 

NUVALENT, INC. 
 AMENDED AND
RESTATED 2021 EMPLOYEE STOCK PURCHASE PLAN 
 The purpose of the Nuvalent, Inc. Amended and Restated 2021 Employee Stock Purchase Plan (the
“Plan”) is to provide eligible employees of Nuvalent, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s Class A common stock, par
value $0.0001 per share (the “Common Stock”). An aggregate of 473,064 shares of Common Stock have been approved and reserved for this purpose, plus on January 1, 2022, and each January 1 thereafter through January 1, 2031,
the number of shares of Common Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 473,064 shares of Common Stock, (ii) one percent (1%) of the number of shares of Common Stock and
Class B Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such number of shares of Common Stock as determined by the Administrator. 

The Plan includes two components: a Code Section 423 Component (the “423 Component”) and a
non-Code Section 423 Component (the “Non- 423 Component”). It is intended for the 423 Component to constitute an “employee stock purchase plan”
within the meaning of Section 423(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the 423 Component shall be interpreted in accordance with that intent. Under the
Non-423 Component, which does not qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Code, options will be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to achieve tax, securities laws or other objectives for eligible employees. Except as otherwise provided herein, the Non-423
Component will operate and be administered in the same manner as the 423 Component. 
 Unless otherwise defined herein, capitalized terms in
this Plan shall have the meanings ascribed to them in Section 11. 
 1. Administration. The Plan will be administered by the
person or persons (the “Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter and repeal such rules, guidelines
and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration
of the Plan; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the
Company and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted
hereunder. 
 2. Offerings. The Company may make one or more offerings to eligible employees to purchase Common Stock under the Plan
(“Offerings”), provided that no Offering shall exceed twenty-seven (27) months in duration. 











 3. Eligibility. All individuals classified as employees on the payroll records of the
Company and each Designated Subsidiary are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they (i) have been employed by
the Company or a Designated Subsidiary for at least one month and (ii) are customarily employed by the Company or a Designated Subsidiary for more than twenty (20) hours a week. Notwithstanding any other provision herein, individuals who
are not contemporaneously classified as employees of the Company or a Designated Subsidiary for purposes of the Company’s or applicable Designated Subsidiary’s payroll system are not considered to be eligible employees of the Company or
any Designated Subsidiary and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Subsidiary for any purpose, including, without limitation, common law or
statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification,
remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated Subsidiary on the Company’s or Designated
Subsidiary’s payroll system to become eligible to participate in this Plan is through an amendment to this Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein. 

4. Participation. 
 (a)
Participants. An eligible employee who is not a Participant in any prior Offering may participate in a subsequent Offering by submitting an enrollment form to his or her appropriate payroll location at least five (5) calendar days before
the Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). 
 (b) Enrollment. The
enrollment form will (a) state a whole percentage or amount to be deducted from an eligible employee’s Compensation (as defined in Section 11) per pay period, (b) authorize the purchase of Common Stock in each Offering in
accordance with the terms of the Plan and (c) specify the exact name or names in which shares of Common Stock purchased for such individual are to be issued pursuant to Section 10. An employee who does not enroll in accordance with these
procedures will be deemed to have waived the right to participate. Unless a Participant files a new enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will continue at the same percentage or amount of
Compensation for future Offerings, provided he or she remains eligible. 
 (c) Notwithstanding the foregoing, participation in the Plan will
neither be permitted nor be denied contrary to the requirements of the Code. 
 5. Employee Contributions. Each eligible employee may
authorize payroll deductions at a minimum of one percent (1%) up to a maximum of fifteen percent (15%) of such employee’s Compensation for each pay period. Such payroll deductions shall be in whole percentages only. The Company will maintain
book accounts showing the amount of payroll deductions made by each Participant for each Offering. No interest will accrue or be paid on payroll deductions. 

  
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 6. Deduction Changes. Except as may be determined by the Administrator in advance of
an Offering, a Participant may not increase or decrease his or her payroll deduction during any Offering, but may increase or decrease his or her payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by
filing a new enrollment form at least five (5) calendar days before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator may, in advance of any Offering, establish
rules permitting a Participant to increase, decrease or terminate his or her payroll deduction during an Offering. 
 7. Withdrawal. A
Participant may withdraw from participation in the Plan by delivering a written notice of withdrawal to his or her appropriate payroll location. The Participant’s withdrawal will be effective five (5) business day following receipt of the
written notice of withdrawal. Following a Participant’s withdrawal, the Company will promptly refund such individual’s entire account balance under the Plan to him or her (after payment for any Common Stock purchased before the effective
date of withdrawal). Partial withdrawals are not permitted. Such an employee may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4. 

8. Grant of Options. On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Plan an
option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter provided for, the lowest of (a) a number of shares of Common Stock determined by dividing such
Participant’s accumulated payroll deductions on such Exercise Date by the Option Price (as defined herein), (b) the number of shares determined by dividing $25,000 by the Fair Market Value of the Common Stock on the Offering Date for such
Offering; or (c) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the Offering; provided, however, that such Option shall be subject to the limitations set forth below. Each
Participant’s Option shall be exercisable only to the extent of such Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option (the “Option Price”) will be
eighty-five percent (85%) of the Fair Market Value of the Common Stock on the Offering Date or the Exercise Date, whichever is less. 

Notwithstanding the foregoing, no Participant may be granted an option hereunder if such Participant, immediately after the option was
granted, would be treated as owning stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the
preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of a Participant, and all stock which the Participant has a contractual right to purchase shall be treated as stock owned by
the Participant. In addition, no Participant may be granted an Option which permits such Participant rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a
rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to
comply with Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in which they were granted. 

  
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 9. Exercise of Option and Purchase of Shares. Each employee who continues to be a
Participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option on such date and shall acquire from the Company such number of whole shares of Common Stock reserved for the purpose of the Plan as his or her
accumulated payroll deductions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Any amount remaining in a Participant’s account at the end of an Offering solely by reason of the inability
to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in a Participant’s account at the end of an Offering will be refunded to the Participant promptly. 

10. Issuance of Certificates. Certificates or book-entries at the Company’s transfer agent representing shares of Common Stock
purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by the employee to be his, her
or their nominee for such purpose. 
 11. Definitions. 

The term “Compensation” means the regular or basic rate of compensation. 

The term “Designated Subsidiary” means any present or future Subsidiary (as defined below) that has been designated by the
Administrator to participate in the Plan. The Administrator may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the stockholders, and may further
designate such companies or Participants as participating in the 423 Component or the Non-423 Component. The Administrator may also determine which Subsidiaries or eligible employees may be excluded from
participation in the Plan, to the extent consistent with Section 423 of the Code or as implemented under the Non-423 Component, and determine which Designated Subsidiary or Subsidiaries will participate
in separate Offerings (to the extent that the Company makes separate Offerings). For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Subsidiaries; provided, however, that at any given time, a Subsidiary that is
a Designated Subsidiary under the 423 Component will not be a Designated Subsidiary under the Non-423 Component. The current list of Designated Subsidiaries is attached hereto as Appendix A. 

The term “Fair Market Value of the Common Stock” on any given date means the fair market value of the Common Stock determined in
good faith by the Administrator; provided, however, that if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), the NASDAQ Global Market, The New York Stock
Exchange or another national securities exchange, the determination shall be made by reference to the closing price on such date. If there is no closing price for such date, the determination shall be made by reference to the last date preceding
such date for which there is a closing price. 
 The term “Parent” means a “parent corporation” with respect to the
Company, as defined in Section 424(e) of the Code. 
 The term “Participant” means an individual who is eligible as
determined in Section 3 and who has complied with the provisions of Section 4. 

  
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 The term “Subsidiary” means a “subsidiary corporation” with respect to
the Company, as defined in Section 424(f) of the Code. 
 12. Rights on Termination of Employment. If a Participant’s
employment terminates for any reason before the Exercise Date for any Offering, no payroll deduction will be taken from any pay due and owing to the Participant and the balance in the Participant’s account will be paid to such Participant or,
in the case of such Participant’s death, to his or her designated beneficiary as if such Participant had withdrawn from the Plan under Section 7. An employee will be deemed to have terminated employment, for this purpose, if the
corporation that employs the Participant, having been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any corporation other than the Company or a Designated Subsidiary provided, however, that if a Participant
transfers from an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Option will be qualified under the 423 Component only to the extent that
such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Participant’s
Option will remain non-qualified under the Non-423 Component. An employee will not be deemed to have terminated employment for this purpose if the employee is on an
approved leave of absence for military service or sickness or for any other purpose approved by the Company, if the employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the
leave of absence was granted or if the Administrator otherwise provides in writing. 
 13. Special Rules and Sub-Plans. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees of a particular Designated Subsidiary whenever the Administrator determines that
such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that if such special rules are inconsistent with the requirements of Section 423(b) of the
Code, the employees subject to such special rules or sub-plans will participate in the Non-423 Component. Any special rules or
sub-plans established pursuant to this Section 13 shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants in the Plan. 

14. Optionees Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall
constitute such Participant a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued to the Participant. 

15. Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and
distribution, and are exercisable during the Participant’s lifetime only by the Participant. 
 16. Application of Funds. All
funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose. 

17. Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the
payment of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and any other share limitations in the Plan shall be equitably or proportionately adjusted to give proper effect to such
event. 

  
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 18. Amendment of the Plan. The Board may at any time and from time to time amend the
Plan in any respect, except that without the approval within twelve (12) months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would
require stockholder approval in order for the 423 Component of the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) of the Code. 

19. Insufficient Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the
number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares then available shall be apportioned among Participants in proportion to the amount of payroll deductions
accumulated on behalf of each Participant that would otherwise be used to purchase Common Stock on such Exercise Date. 
 20. Termination
of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts of Participants shall be promptly refunded. 

21. Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to obtaining all
governmental approvals required in connection with the authorization, issuance, or sale of such stock. 
 22. Governing Law. This Plan
and all Options and actions taken thereunder shall be governed by, and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and
construed in accordance with the internal laws of the Commonwealth of Massachusetts applied without regard to conflict of law principles. 

23. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in
the treasury of the Company, or from any other proper source. 
 24. Tax Withholding. Participation in the Plan is subject to any
minimum required tax withholding on income of the Participant in connection with the Plan. Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any
kind otherwise due to the Participant, including shares issuable under the Plan. 
 25. Notification Upon Sale of Shares Under the 423
Component. Each Participant agrees, by entering the 423 Component of the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two (2) years after the date of
grant of the Option pursuant to which such shares were purchased or within one (1) year after the date such shares were purchased. 

  
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 26. Effective Date. This Plan shall become effective upon the date immediately
preceding the date upon which the registration statement on Form S-1 that is filed by the Company with respect to its initial public offering is declared effective by the Securities and Exchange Commission
following stockholder approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, each as amended, and applicable stock exchange rules. 

Amended and Restated 2021 Employee Stock Purchase Plan, approved by Board of Directors on June 16, 2022. 

  
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 APPENDIX A 

Designated Subsidiaries 
 None.