| Exhibit 10.21 |
Alumis Inc. |
September 6, 2024
Sanam Pangali
Re:Offer of Employment Dear Sanam,
We are pleased to present this offer of employment for the position of Senior Vice President, Legal of Alumis Inc. (the “Company”). This is a full-time, exempt position, carrying considerable responsibility and is integral to the development and success of the Company’s business. We are excited about your interest in joining the Company full-time. This letter agreement formally presents the specifics of our offer for your consideration:
Title:Senior Vice President, Legal Base Pay: $420,000.00 per year
Status:Full-Time Employee, Exempt
Reports to:Sara Klein, General Counsel and Corporate Secretary Start Date:September 30, 2024
Scope of Work
You will report directly to Sara Klein and will principally work at the Company’s facility in South San Francisco, California. Subject to your right to receive severance upon a Constructive Termination (as defined herein), the Company may change your position, duties, and work location or reporting structure from time to time at its discretion.
Professional Contribution
You agree that you will, at all times and to the best of your abilities, loyally and conscientiously perform all of the duties and obligations required of you pursuant to the express and implicit terms of this letter, and to the reasonable satisfaction of the Company. You further agree that during your term of employment, you will devote all of your business time and attention to the business of the Company and that the Company will be entitled to all of the benefits and profits arising from or incidental to all your work, services, and advice. You agree that you will not provide commercial or professional services of any nature to any other person or organization, whether or not for compensation, without the prior written
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Alumis Inc. |
consent of the Company. You further agree that during your employment with the Company, you will not directly or indirectly engage or participate in any business that is competitive, in any manner, with the business of the Company.
At-Will Employment Status
Your employment with the Company will be “at-will” and will continue only so long as continued employment is mutually agreeable to you and the Company. While we are extending this offer with the hope you will stay and enhance your career with us, either you or the Company may terminate the employment relationship (and the Company may modify the terms of your employment) at any time, for any reason, and with or without notice or cause, subject to the provisions of Attachment A which are incorporated herein.
Compensation
| 1. | Base Salary. You will be paid a Base Salary of $420,000.00 per year. Your base salary will be payable pursuant to the Company’s regular payroll policy. |
| 2. | Bonus: You will be eligible for a discretionary cash bonus targeted at 35% of your base salary, payable in accordance with this paragraph. Payment of the discretionary bonus will be at the |
discretion of the Company’s Board of Directors (the “Board”) and subject to many variables, especially the success of the Company and your contribution towards that success. Target bonuses are currently paid on a fiscal (calendar) year schedule in Q1 of each year for the prior year. You must be an employee of the Company through the payment date in order to be eligible to receive your bonus. Bonuses are typically prorated to days worked in the year for employees whose employment begins between January 1 and September 30, as yours will. Nevertheless, we have agreed that your 2024 bonus will be calculated as if your start date had been July 1, 2024.
| 3. | Equity. Subject to approval of the Compensation Committee following your hire date, you will be granted options to purchase a total of 152,400 shares of the Company’s Common Stock (the |
“Option”). The Option will vest over a 4-year period based solely on continued service to the Company, with one-quarter vesting on the one-year anniversary of your Start Date with the Company and the balance vesting in equal monthly installments over three years thereafter. The exercise price of the Option will be the market price of the stock on the day the Option is granted. In addition, the Option will be eligible for the vesting acceleration described in Section 2 of Attachment A. The Option will be an ISO to the extent statutorily permissible. The Option will
be subject to the Company’s stock plan and the Company’s standard form of stock option agreement.
| 4. | Salary Review. Your Base Salary will be reviewed annually as part of the Company’s normal salary review process. |
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Employee Benefits
You will be eligible to participate in Company-sponsored benefits, as in place from time to time. Availability, terms and the associated eligibility requirements of the Company’s benefit programs are subject to change by the Company from time to time, with or without notice.
Confidential Information and Inventions Assignment Agreement
Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company's Confidential Information and Inventions Assignment Agreement (the “CIIAA”), prior to or on your Start Date.
Non-Competition/Non-Solicitation
Prior to accepting this offer, you must disclose in writing to the undersigned the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality or similar agreement(s) with a current or former employer that in any way would restrict or prohibit your performance of any duties or responsibilities with the Company.
Employee Policies
You will be subject to the Company’s employee policies as established by Company management and the Board from time to time. The provisions of this offer letter and all other documents referenced herein constitute the full and complete terms of your employment and supersede any prior representations or agreements by anyone, either oral or written. These terms of employment are not subject to change or
modification of any kind, unless specified in writing, and signed by you and the Company’s CEO.
Tax Matters
All forms of compensation referred to in this offer letter are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board related to tax liabilities arising from your compensation.
Acceptance of Employment
This offer of employment is contingent upon your completion, execution, and our receipt of all employment documents listed in this letter on or before your Start Date (see below).
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Alumis Inc. |
Once you have had an opportunity to consider this offer letter, please indicate your agreement with these terms and conditions of employment by providing a signed copy of your offer back to the Company’s CEO.
We must receive the following documents from you before your first day of work (the first two forms will be provided to you upon acceptance of this letter agreement). In addition, we must receive acceptable proof of identification and authorization to work in the United States (part of the I-9 form listed
below).
| 1. | Signed CIIAA |
| 2. | Completed I-9 Form and documentation (to be uploaded to BambooHR with paperwork) |
This offer expires within three (3) calendar days of the date of this letter unless the Company receives a signed copy within that period.
We are delighted to be able to extend this offer of employment to you and sincerely feel the Company can provide you with the opportunity to achieve rewarding results for both you and the Company. Please contact me with any questions. We look forward to working with you.
Sincerely,

/s/ Martin Babler
Martin Babler, President and Chief Executive Officer
I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above and attached and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein.

Sanam Pangali
/s/ Sanam Pangali
Sanam Pangali
Date: 9/6/2024

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ATTACHMENT A
Definitions, Terms and Conditions
| 1. | Termination of Employment. |
Company can change the “at will” nature of your employment, unless the CEO of the Company and you sign a written contract that explicitly changes your status as an “at will” employee.
“Separation” under Section 409A (as defined in Section 4 below):
additional severance pay or benefits other than the Separation Compensation (e.g., you will not be entitled to pay or benefits under any employee severance plan that is generally applicable to employees).
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| 3. | Definitions. |
(v) your breach of any of your material obligations under any Company policy, written policy or
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agreement with the Company (including this letter agreement). The determination as to whether you are being terminated for Cause shall be made in good faith by the Board. The foregoing definition does not in any way limit the Company’s ability to terminate your employment at any time as provided in Section 1(a) above.
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities, other than pursuant to a sale by the Company of its securities in a transaction or series of related transactions the primary purpose of which is to raise capital for the Company; (ii) the date of the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets.
(10) days of the end of the cure period.
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the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this letter agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this letter agreement may be
classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
“Excise Tax”), then your benefits under this letter agreement shall be either:
| a. | delivered in full; or |
Unless you and the Company otherwise agree in writing, the determination of your excise tax liability and the amount required to be paid under this Section shall be made in writing by an accounting firm to be selected by reasonable agreement between you and the Company, whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the
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calculations required by this Section, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. You and the Company shall furnish to the accountants such information and documents as the accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section.
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ATTACHMENT B
FORM OF RELEASE AGREEMENT
This Release Agreement (this “Agreement”) is dated as of , 202_ by and between Alumis Inc. (the “Company”) and (“Executive;” or “You” and together with the Company, the “Parties”).
WHEREAS, the Company and Executive entered into an offer letter, dated , 202 (the “Offer Letter”);
WHEREAS, the Company and Executive now desire to terminate the Employee’s employment as of , 202_ (the “Termination Date”); and
WHEREAS, this Agreement confirms the agreement between You and the Company regarding the termination of Your employment with the Company.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties hereby agree as follows:
option shares subject to the Stock Option Agreement (the “Additional Vested Option Shares”). Except as otherwise provided in this Section 5, the Vested Option Shares and Additional Vested Option
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Shares remain subject to the Stock Option Agreement and stock option plan. You acknowledge and agree that other than the Vested Option Shares and Additional Vested Option Shares, You have no further rights to the Company’s capital stock, or any rights to receive or vest in any additional shares of the Company capital stock.
| 6. | Release of All Claims. |
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A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
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and files stored on your computer(s) that contain information belonging to the Company on or before the Termination Date.
If to the Company:
Alumis Inc.
Attn: Chair of the Board of Directors
If to Executive: Last address on file with the Company.
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herein and supersedes all prior or contemporaneous agreements whether written or oral, including, without limitation, the Offer Letter dated , 202 . This Agreement may be modified only in a written document signed by Executive and a duly authorized officer of the Company.
[Signature Page to Follow]
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IN WITNESS WHEREOF, each of the Parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.
ALUMIS INC.:
Date: By:
Name:
Title:
I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future.
EXECUTIVE:
Date:

Name:
EXHIBIT I
CIIAA