payment of a pro rata (based on the number of days during the fiscal year of termination that ​ was employed) portion of the Performance Bonus, if any, for the fiscal year in which ​' employment terminated, payable as and when such bonus would have been paid had ​' employment continued based on actual performance achieved for the fiscal year;

The pro-rata annual bonus shall be paid at the time such bonuses are otherwise paid to participants in the applicable bonus plan; provided that if the Release Effective Date is after the date that the bonus would otherwise have been paid, such payment shall be made as soon as administratively practicable after the Release Effective Date, but in no event later than March 15 of the year following the year in which the bonus performance period ended.

Accrued Obligations. ​ will pay to Employee base salary through the Employment Termination Date (at the rate in effect immediately before the Employment Termination Date), any Unpaid Prior Year Bonus, a Pro Rata Current Year Bonus, and all other amounts to which Employee is entitled under any ​ compensation plan applicable to Employee that is listed on [Exhibit B] to this Agreement. Unless any payment under this [Section 6(c)(i)] must be postponed by reason of Section 409A of the Internal Revenue Code (as provided in [Exhibit A] to this Agreement), ​ will pay any base salary within five business days of the Employment Termination Date; ​ will pay any Unpaid Prior Year Bonus at the same time that amount would have been paid if Employee’s employment had continued indefinitely but not later than March 15 of the year in which the Employment Termination Date occurs; ​ will pay any Current Year Pro Rata Bonus at the same time that amount would have been paid if Employee’s employment had continued indefinitely but not later than March 15 of the year immediately after the year in which the Employment Termination Date occurs; and ​ will pay any other amounts payable pursuant to this [Section 6(c)(i)] at the time specified in the applicable compensation plan.

Annual Bonus. You will be eligible to receive an annual cash bonus of up to 40% of your base salary at the discretion of the Board, and subject to pro ration for 2014.

“Severance Bonus” shall mean: an amount equal to a pro rata portion of the aggregate annual bonus under the Executive Bonus Plan for the year in which the Executive incurs a Termination of employment to which the Executive would otherwise have been entitled had her employment not been terminated, provided, however, for any bonus (or portion thereof) under the Executive Bonus Plan based on the individual attainment of goals and objectives, “Severance Bonus” shall mean, subject to the achievement of any metric or threshold as a precondition for eligibility to receive such bonus, an amount equal to the pro rata portion of the target bonus for the year in which the Executive incurs a Termination of employment, regardless of whether the Executive would otherwise have achieved such bonus had her employment not been terminated.

•A pro-rata Annual Target Bonus for the portion of S&P’s fiscal year through the date that your employment terminates, payable on the Commencement Date.

Your initial salary will be ​ per month, equivalent to an annualized base salary of ​, paid in accordance with our standard payroll practices and subject to all withholdings and deductions as required by law, for your full-time efforts, of at least 40 hours per week. You will also be eligible for annual bonus compensation of up to 20% of your annualized base salary, based upon company, departmental and individual performance against the applicable performance goals established by the Compensation Committee. For 2017, you will receive a pro-rated annual bonus based on the number of days you are employed during the year. You must remain continuously employed with the Company through the date of the bonus payment to receive such payment. All bonus payments, if any, are subject to the approval of the Board of Directors.

You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two (2) times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;

Release Condition. Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Company’s payment of the Severance Benefit, the Pro-Rata Bonus, and the Benefit Continuation, the Employee must # execute a general release agreement in favor of the Company and its affiliates in such form as is acceptable to the Company within the 60-day period following the Qualifying Termination of Employment (but prior to the payment of the Severance Benefit) and # not timely revoke the general release agreement during any revocation period ending prior to the 60-day period pursuant to the terms of the general release agreement. If the Employee fails to satisfy the release condition set forth in this [Section 1(b)], the Employee shall be required to repay the Company, in cash, within five (5) business days after written demand made therefor by the Company, an amount equal to the Severance Benefit, Pro-Rata Bonus, and Benefit Continuation previously received by the Employee.

You will be eligible to earn an annual bonus with a target payout equal to 45% of your annual base salary (prorated for 2022). The final bonus amount will be determined based on your performance and the performance of IO Biotech and its subsidiaries, if any, during the calendar year, as determined by the Company. The Company will pay this bonus, to the extent earned, by March 15th of the following calendar year. The bonus is not earned until paid and, except as expressly set forth below, no pro-rated amount will be paid if your employment terminates for any reason prior to the payment date.