Tango Therapeutics(TNGX) - 2025 Q4 - Annual Results

Compensation and Benefits - The Executive's initial base salary is set at $720,000 per year, subject to periodic review and potential increase by the Board[6]. - The Executive is eligible for an initial target annual incentive compensation of 60% of the Base Salary, which will be determined based on performance objectives[7]. - The Executive will receive a monthly housing allowance of $15,000 gross for the first two years of the Term, once the required visa is obtained[9]. - The Executive will be granted new hire equity awards consisting of 1,650,000 stock options and 350,000 restricted stock units, with specific vesting schedules[11]. - The Option will vest over four years, with 25% vesting on the first anniversary of January 8, 2026, and the remainder vesting in 36 equal monthly installments[11]. Employment Terms - The Executive's employment is "at will," allowing termination by either party at any time for any reason[3]. - The Company may terminate the Executive's employment without Cause at any time, with specific conditions outlined for termination[18]. - The Executive may terminate employment for Good Reason, which includes material changes in title, salary, or location[19]. Termination and Severance - Upon termination, the Executive will receive any earned but unpaid Base Salary and accrued but unused vacation[25]. - The Executive will be deemed to have resigned from all officer and board member positions upon termination of employment[26]. - If the Executive's employment is terminated without Cause, the Company will pay a Severance Amount equal to 12 months of Base Salary plus a prorated Target Bonus[28]. - In the event of termination within the Change in Control Period, the Executive will receive a lump sum of 18 months of Base Salary plus 1.5 times the Target Bonus for the current year plus a Prorated Bonus[33]. - The Company will pay the Prior Year Bonus if the termination occurs after the end of a calendar year and the annual incentive compensation has been approved but not yet paid[34]. - Health insurance contributions will be made for up to 18 months post-termination, subject to the Executive's copayment and COBRA election[34]. - Time-Based Equity Awards will immediately accelerate and become fully vested upon termination within the Change in Control Period[34]. - Payments under the severance agreement will commence within 60 days after the Date of Termination, with specific provisions for tax implications[35]. - Aggregate Payments may be reduced to avoid excise tax under Section 4999 of the Code, ensuring a higher After Tax Amount for the Executive[37]. - The Company will determine if the Executive is a "specified employee" under Section 409A, which may delay certain payments for six months[41]. Reimbursements and Agreements - All reimbursements for in-kind benefits must be provided within specified time frames and cannot affect benefits in other taxable years[42]. - Payments classified as "non-qualified deferred compensation" will only be made upon the Executive's separation from service as defined by the applicable regulations[43]. - The Executive is required to enter into a Restrictive Covenants Agreement, which includes noncompetition and nonsolicitation provisions, as a condition of employment[46]. - The Company will reimburse the Executive for reasonable out-of-pocket expenses incurred in connection with obligations related to litigation and regulatory cooperation[48]. - The Agreement may be amended to comply with Section 409A of the Code without additional cost to either party[44]. - The Executive's eligibility for equity, cash incentive, and severance compensation is considered sufficient consideration for the Restrictive Covenant Agreement[46]. - The Company and the Executive will enter into an Indemnification Agreement covering acts while serving on the Board[53]. Legal and Governing Provisions - The Agreement is governed by the laws of the Commonwealth of Massachusetts[63]. - The Executive's employment will be governed by a Limited Term Employment Agreement until the Effective Date[65]. - The Agreement shall survive the termination of the Executive's employment to effectuate its terms[58]. - The Executive waives the right to a jury trial in any proceeding related to this Agreement[52]. - The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements[54].