July 21, 2025
Thomas J. DesRosier
By email
Re: Appointment as Co-CEO
Dear Thomas:
As we have discussed, the Board wishes to offer you the position of Co-Chief Executive Officer of Seres Therapeutics, Inc. (the “Company”), effective August 1, 2025 (the “Start Date”) on the terms set forth in this letter agreement (the “Letter”). Reference is made to the Amended and Restated Employment Agreement previously entered into between you and the Company, dated as of January 29, 2021 (the “Employment Agreement”).
Position
As of the Start Date, you will continue to serve as Executive Vice President, Chief Legal Officer and Secretary of the Company and will also serve as the Co-Chief Executive Officer and Co-President of the Company (“Co-CEO”), with such responsibilities, duties and authority normally associated with such positions and as may from time to time be assigned to you, or altered, by the Board. For as long as you remain Co-CEO, you will report to the Board. For the avoidance of doubt, your position as Co-CEO will not include a position on the Board.
Appointment Bonus; Other Compensation
You agree and acknowledge that, except as set forth below, your current compensation and benefits, including, without limitation, those provided in relation to severance and termination provisions, will not be affected by your appointment as Co-CEO.
As of the Start Date, you will be eligible to receive a cash appointment bonus equal to $500,000, less applicable taxes and withholdings, as set forth in this section (the “Appointment Bonus”). One third of the Appointment Bonus will be paid to you on the Start Date. The remaining two-thirds of the Appointment Bonus will be paid to you on January 1, 2026 (the “Second Payment Date”), contingent on your continued employment with the Company in the role of Co-CEO through the Second Payment Date, subject to the contingencies and exceptions set forth in this section.
In the Event that your employment with the Company is terminated after the Second Payment Date but prior to February 28, 2026, either by the Company for Cause (under and as defined in the Employment Agreement) or due to your resignation without Good Reason (under and as defined in the Employment Agreement), you must repay one third of the Appointment Bonus (net of taxes withheld by the Company upon its payment to you) to the Company within 30 days of the termination date.
In the event that your employment with the Company is terminated by the Company without Cause (under and as defined in the Employment Agreement) prior to full payment of the