January 24, 2020
Dear Christine,
This letter agreement (this "Agreement") confirms the terms and conditions of your employment with Beam Therapeutics Inc. (the "Company"), effective as of the day prior to the date on which the Company becomes subject to the reporting obligations of Section 12 of the Securities Exchange Act of 1934, as amended (the "Effective Date").
any such bonus, you must continue to be employed with the Company through the date that such bonus is to be paid. For 2019, your bonus will be pro-rated to reflect the number of months you have worked for the Company.
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relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts regarding any Dispute or any claim related to any Dispute.
(3) resignation, or (4) termination for Cause by the Company, you will be entitled to the Accrued Obligations but you will not be entitled to the Severance Payments or any other compensation.
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(12) month period that immediately follows or the thirty (30) day period immediately prior to a
Change in Control as a result of your resignation without Good Reason or termination for Cause by the Company, you will be entitled to the Accrued Obligations but you will not be entitled to the CIC Severance Benefits or any other compensation.
"Cause" means: (i) your dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) your commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) your failure to perform your assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, for thirty (30) days after written notice given to you by the Company describing such failure in reasonable detail; (iv) your gross negligence, willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in harm to the Company; or (v) your material violation of any provision of any agreement between you and the Company, including this Agreement or any agreement relating to noncompetition, non-solicitation, nondisclosure and/or assignment of inventions.
"Change in Control" means (i) any sale of the equity securities of Company to any person or persons acting in concert after which the shareholders of the Company as of immediately prior to such sale in their capacity as such no longer own a majority of the outstanding equity securities
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of the Company (or its successor); (ii) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition of the business of the Company, as determined by the Board in its sole discretion. For the avoidance of doubt, in no event shall (i) a bona fide equity or debt financing of the Company, including a financing in which greater than 50% of the Company's outstanding equity securities are acquired by a third-party, or reorganization required to affect, or otherwise undertaken in connection with, an initial public offering or (ii) the acquisition of equity securities by parties not acting in concert in connection with any public offering of the equity securities of the Company or any affiliate of the Company, be deemed a "Change in Control" for purposes of this letter.
"Good Reason" means that you have complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties; (ii) a diminution in your Base Salary; or (iii) change of more than fifty (50) miles in the geographic location at which you provide services to the Company (each a "Good Reason Condition"). Notwithstanding the foregoing, a suspension of your responsibilities, authority and/or duties for the Company during any portion of a bona fide internal investigation or an investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. "Good Reason Process" shall mean that (i) you reasonably determine in good faith that a Good Reason Condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason Condition within thirty (30) days of the occurrence of such condition; (iii) you cooperate in good faith with the Company's efforts, for a period not less than thirty (30) days following such notice (the "Cure Period"), to remedy the Good Reason Condition;
(iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate employment within thirty (30) days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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upon your death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section l.409A-l(b) (including without limitation by reason of the safe harbor set forth in Section l.409A-l (b)(9)(iii), as determined by the Company in its reasonable good faith discretion); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section l.409A-l (a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code ("Section 409A").
As of the date first written above, this Agreement will take effect as a binding agreement between you and the Company on the basis set forth above.
Very truly yours,
BEAM THERAPEUTICS INC.
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By: /s/ John Evans
John Evans
Chief Executive Officer
Accepted and agreed:
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/s/ Christine Bellon
Christine Bellon
Date: January 24, 2020
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