February 25, 2026 PERSONAL AND CONFIDENTIAL Rick Bartram via email Re: Transitional Services and Separation Agreement
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February 25, 2026
PERSONAL AND CONFIDENTIAL
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via email
Re: Transitional Services and Separation Agreement
Dear ▇▇▇▇:
This letter confirms your mutual separation from employment with MBX Biosciences, Inc. (the “Company”). Subject to the terms of the Agreement below, the Company expects that your last date of employment will be March 15, 2026 (the “Anticipated Separation Date”). Your last day of employment, whether it is the Anticipated Separation Date or an earlier date, shall be referred to as the “Separation Date.”
This letter also proposes an agreement between you and the Company.
Regardless of whether you enter into an agreement with the Company, the below bullet points will apply.
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The bulleted terms set forth above will not be affected by whether or not you agree to the terms set forth below.
Agreement
The remaining part of this letter reflects the mutual agreement (the “Agreement”) to separate from the Company between you and the Company. The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, including releasing the Company and related persons or entities from any claims and permitting you to receive separation pay.
Your separation from employment is effective as of the Separation Date. As of the Separation Date, you will be no longer be employed by the Company. You acknowledge that, as of the Company’s most recent payroll, you have been paid all wages due and owing to you.
If you enter into, do not revoke, and comply with this Agreement, you will continue to be employed until the Anticipated Separation Date unless you resign, whether to begin alternative employment or otherwise, or you are terminated for “Cause” (defined as your willful misconduct, breach of this Agreement, or breach of the Continuing Obligations). The time period between the date of this Agreement and the Separation Date shall be referred to as the “Transition Period.”
During the Transition Period, you will (i) continue to provide your existing services to the Company to the best of your ability; (ii) work to ensure a successful transition; (iii) transition account access, systems access, password access, customer access, confidential information, Company property, customer information or customer relationships as requested by the Company; and (iv) provide such other services as the Company requests (collectively, the “Transitional Services”).
During the Transition Period, you shall continue to receive your current salary and benefits as a regular employee, and vest in any equity rights (subject to the applicable Equity Documents).
In exchange for the mutual covenants set forth in this Agreement, and provided you sign and do not revoke this Agreement, fully comply with this Agreement, are not terminated for Cause prior to the Separation Date, and sign and return the Certificate attached as Exhibit A (the “Certificate”) within the twenty-one (21) days following the Separation Date, the Company will provide you with the following payments and benefits.
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As partial consideration for such payments and benefits, you agree to enter into a one month consulting agreement with the Company to provide certain strategic advisory services (the “Consulting Agreement”), pursuant to which the Options and the RSUs will continue to vest in accordance with their terms for an additional one (1) month period; provided, however, that if the Company terminates your Consulting Agreement early without Cause, all outstanding equity awards will immediately vest as to that portion of such equity awards that would have vested had you continued to remain a consultant of the Company for one (1) month following the end of the Transition Period.
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In consideration for, among other terms, the payments and benefits herein, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the Company, and its affiliated and related entities, its predecessors, successors and assigns and those of each of the foregoing, their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims:
provided, however, that this release shall not affect your rights under this Agreement or any vested right you may have under the Company’s benefit plans.
Subject to Section 6 of this Agreement, you agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the
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Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
If requested, the Company will provide your prospective employers with a neutral reference. Such reference is limited to a verification of your date of hire, last date of employment, and job title with the Company. Subject to Section 6 of this Agreement, you agree that you will not, directly or indirectly, make, publish or communicate (or in any way, directly or indirectly, cause or encourage anyone else to make, publish or communicate) any statement, orally or in writing (in any form, forum or medium including, but not limited to, in, to or via the press, any media, the internet, e-mail, text message, any social media, posting, blog, forum, website, app, LinkedIn, Facebook, Instagram, Twitter, Snapchat, Glassdoor (or any similar sites), any on-line service, system or platform, or otherwise) that (i) in any way disparages the Company and/or or any of the other Releasees (as defined in Section 3), or (ii) would be reasonably likely or expected to cause damage or harm to the business, professional, customer, personal, business and/or other relationships, goodwill, image or reputation of the Company and/or any of the other Releasees. By signing below, you hereby represent and warrant that you have not made any such statement prior to the signing of this Agreement. The Company hereby agrees to instruct its senior executive officers and board of directors not to directly or indirectly, make, publish or communicate (or in any way, directly or indirectly, cause or encourage anyone else to make, publish or communicate) any statement, orally or in writing in any form, forum or medium that (i) in any way disparages you, or (ii) would be reasonably likely or expected to cause damage or harm your professional, personal, business and/or other relationships, goodwill, image or reputation.
You acknowledge that your Continuing Obligations shall continue in effect and you hereby reaffirm such obligations.
Nothing contained in this Agreement, any other agreement with the Company, or any Company policy limits your ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission (the “SEC”); (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) exercise any rights under Section 7 of the National Labor Relations Act, which are available to non-supervisory employees, including assisting co-workers with or discussing any employment issue as part of engaging in concerted activities for the purpose of mutual aid or protection; (iv) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (v) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client
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privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). If a Government Agency or any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action), but the Company will not limit any right you may have to receive an award pursuant to the whistleblower provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency. You understand that pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
You agree to return all Company documents, records, files, data, computer files, software, all copies of the foregoing (in any form or format, whether hard-copy, electronic, digital or otherwise), and all computers, smartphones, personal data assistants (PDAs) and similar devices, equipment, keys, access cards, credit cards and other physical property to the Company within three (3) days following the Separation Date. Notwithstanding the foregoing, you are hereby authorized to export and retain your Outlook contact information from your Company email account, on or prior to the Separation Date.
In connection with the ending of the your employment, you hereby (i) resign from any officer or other positions you occupy at the Company, or any of its affiliates, including your roles as Chief Financial Officer, Treasurer, and principal accounting officer of the Company, effective as of the Separation Date; (ii) agree to execute such documentation as the Company or its applicable affiliate reasonably requires to effectuate such resignations; and (iii) take such steps as the Company (or its applicable affiliate) reasonably requests to ensure the transition of any account access, systems access, password access, customer access, confidential information, Company property, customer information or customer relationships to the Company or its applicable affiliate.
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[Signature Page Follows]
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Please indicate your agreement to the terms of this Agreement by signing and returning to the Company, the original or a PDF copy of this letter within the time period set forth above.
Sincerely,
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 02/25/2026
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Chief Human Resources Officer
This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 02/25/2026
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