Browse EX-10 agreements

**ELECTRA THERAPEUTICS, INC. **

**2026 EQUITY INCENTIVE PLAN **

**ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 19, 2026 **

**APPROVED BY THE STOCKHOLDERS: _______, 2026 **

1.	**GENERAL. **

(a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(b) Types of Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Performance Awards; and (vii) Other Awards.

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August 20, 2026

Graham Parry, Ph.D.

[***]

**Re: Confirmatory Offer Letter **

Dear Dr. Parry,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as Chief Scientific Officer. This letter agreement (“Agreement”) confirms the existing terms and conditions of your continuing employment in that role. This Agreement is contingent and shall only be effective immediately prior to such time as the U.S. Securities and Exchange Commission declares the Company’s registration statement on Form S-1 for its initial public offering effective (such date, the “Effective Date”).

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***INDEMNIFICATION AGREEMENT ***

This Indemnification Agreement is dated as of _________, 20__ (this “Agreement”) and is between Electra Therapeutics, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

***Background ***

The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested Indemnitee to serve as a director and/or officer of the Company and, in order to induce the Indemnitee to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on the basis that such indemnification be provided.

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**ELECTRA THERAPEUTICS, INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY **

**ADOPTED: AUGUST 19, 2026 **

**EFFECTIVE DATE:      **

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Electra Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). An Eligible Director may decline all or any portion of his or her or their compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This Policy is effective as of the Effective Date and may be amend

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August 20, 2026

Kim-Hien Dao, D.O., Ph.D.

[***]

**Re: Confirmatory Offer Letter **

Dear Dr. Dao,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as Chief Medical Officer. This letter agreement (“Agreement”) confirms the existing terms and conditions of your continuing employment in that role. This Agreement is contingent and shall only be effective immediately prior to such time as the U.S. Securities and Exchange Commission declares the Company’s registration statement on Form S-1 for its initial public offering effective (such date, the “Effective Date”).

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August 20, 2026

Gary S. Koe, Ph.D.

[***]

**Re: Confirmatory Offer Letter **

Dear Dr. Koe,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as Chief Technical Officer. This letter agreement (“Agreement”) confirms the existing terms and conditions of your continuing employment in that role. This Agreement is contingent and shall only be effective immediately prior to such time as the U.S. Securities and Exchange Commission declares the Company’s registration statement on Form S-1 for its initial public offering effective (such date, the “Effective Date”).

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August 20, 2026

Quehuong (Kathy) Dong, Pharm.D., M.B.A.

[***]

**Re: Confirmatory Offer Letter **

Dear Dr. Dong,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as President and Chief Executive Officer. This letter agreement (“Agreement”) confirms the existing terms and conditions of your continuing employment in that role. This Agreement is contingent and shall only be effective immediately prior to such time as the U.S. Securities and Exchange Commission declares the Company’s registration statement on Form S-1 for its initial public offering effective (such date, the “Effective Date”).

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**ELECTRA THERAPEUTICS, INC. **

**SEVERANCE PLAN **

**AND **

**SUMMARY PLAN DESCRIPTION **

**APPROVED BY THE BOARD OF DIRECTORS: AUGUST 19, 2026 **

1. Introduction. The purpose of this Electra Therapeutics, Inc. Severance Plan (the “Plan”) is to provide specified severance benefits to eligible employees of the Company (as defined below) whose employment is terminated by the Company or a successor under certain circumstances. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA (as defined below). Effective as of the Effective Date, this Plan shall supersede any existing severance plan or individual agreement between the Company and any Covered Employee (as defined below) and any other plan, policy or practice, whether written or unwritten, maintained by the Company with respect to a Covered Employee, in each case to the extent that such agreement, plan, policy or practice provides for equity acceleration or severance benefits upon the Covered Employee’s separation from the Company. This document constitutes both the written instrument under w

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ELECTRA THERAPEUTICS, INC.

2022 STOCK PLAN

ADOPTED ON FEBRUARY 7, 2022

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**TABLE OF CONTENTS **

**Page **

| | | | | | | | | ---------- | - | --------------------------------------------------- | - | - | : | - | | | | | | | | | | SECTION 1. | | ESTABLISHMENT AND PURPOSE. | | | 1 | | | | | | | | | | | SECTION 2. | | ADMINISTRATION. | | | 1 | | | | | | | | | | | (a) | | Committees of the Board of Directors | | | 1 | | | | | | | | | | | (b) | | Authority of the Board of Directors | | | 1 | | | | | | | | | |

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August 20, 2026

Chris Clark, C.F.A.

[***]

**Re: Confirmatory Offer Letter **

Dear Mr. Clark,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as Chief Financial Officer. This letter agreement (“Agreement”) confirms the existing terms and conditions of your continuing employment in that role. This Agreement is contingent and shall only be effective immediately prior to such time as the U.S. Securities and Exchange Commission declares the Company’s registration statement on Form S-1 for its initial public offering effective (such date, the “Effective Date”).

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**ELECTRA THERAPEUTICS, INC. **

**2026 EMPLOYEE STOCK PURCHASE PLAN **

**ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 19, 2026 **

**APPROVED BY THE STOCKHOLDERS: _______, 2026 **

1.	**GENERAL; PURPOSE. **

(a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase Shares. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees who do not meet the requirements of an Employee Stock Purchase Plan.

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**ELECTRA THERAPEUTICS, INC. **

**STOCK OPTION GRANT NOTICE **

**(2026 EQUITY INCENTIVE PLAN) **

Electra Therapeutics, Inc. (the “Company”), pursuant to the Company’s 2026 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of Shares set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Stock Option Agreement will have the meanings set forth in the Plan or the Stock Option Agreement, as applicable.

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