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(2) Based on the fair market value of our Class A common stock on the vesting date, multiplied by the number of shares that vested. 

Employment, Severance, and Change of Control Arrangements with Our 
NEOs

We entered into an offer letter with Mr. Rao dated March 2, 2024, which provided for “at-will” employment and 
included his initial base salary, a new hire stock option grant, and severance and change of control benefits. The 
Rao Offer Letter was in effect during 2025 and was terminated in October 2026.

Specifically, the Rao Offer Letter provided that if, at any time, his employment was terminated by the company 
without  “cause”  or  he  resigned  for  “good  reason”  (as  such  terms  are  defined  in  the  Rao  Offer  Letter),  then, 
subject  to  his  execution  of  a  release  of  claims  in  favor  of  the  company,  his  compliance  with  his  confidential 
information and invention assignment agreement and all material company policies, and his return of company 
property, he would be eligible to receive the following severance payments and benefits: (i) an amount equal to 
six months of his then-current base salary, (ii) payment of monthly premiums for coverage under COBRA for 
up to six months, and (iii) accelerated vesting as to 1/8th of the Rao Options.

The Rao Offer Letter further provided that if, within 30 days prior to, upon or at any time following a “change of 
control”  (as  defined  in our  2021  Plan),  his  employment  was  terminated  by  the  company  without  cause  or  he 
resigns  for  good  reason,  then,  subject  to  his  execution  of  a  release  of  claims  in  favor  of  the  company  and  his 
return of company property, 100% of any then-unvested shares subject to his then-outstanding equity awards, 
including the Rao Options, would accelerate and vest. If, in the change of control, his then-outstanding equity 
awards would otherwise have been terminated for no consideration at the closing of the change of control event, 
then  those  awards  would  instead  become  fully  vested  as  of  immediately  prior  to  such  closing. Upon  the 
termination  of  the  Rao  Offer  Letter  in  October  2026,  we  entered  into  a  letter  agreement  with  Mr.  Rao 
continuing  the  change  of  control  vesting  acceleration  benefit  described  herein  on  the  same  terms,  without 
alteration.

For  additional  information  regarding  the  terms  of  the  Rao  Offer  Letter,  see  the  section  titled  “—Executive 
Employment  Agreements.” For  additional  information  regarding  severance  benefits  for  our  NEOs,  see  the 
section titled “—Post-Fiscal Year End Compensation Changes and Equity Awards.”

Potential Payments upon Termination or Change of Control

During  2025,  Mr.  Rao  was  eligible  to  receive  severance  benefits  under  the  terms  of  the  Rao  Offer  Letter,  as 
discussed  in  the  section  titled  “—Termination  and  Change  of  Control  Benefits.”  None  of  our  other  NEOs  was 
eligible to receive severance benefits during 2025. For additional information regarding severance benefits for 
our NEOs, see the section titled “—Post-Fiscal Year End Compensation Changes and Equity Awards.”

Potential Payments upon Termination Apart from a Change of Control

The  following  table  sets  forth  quantitative  estimates  of  the  benefits  that  would  have  accrued  to  each  of  our 
NEOs if any of their employment had been terminated by the NEO for “good reason” or by us for a reason other 
than “cause” (and not due to death or “disability”) (a “Qualifying Termination”), the NEO executed a release of 
claims in favor of the company and complied with the other conditions described above, and such Qualifying 
Termination had occurred on December 31, 2025: 

Cash
Severance
($)

Value of
Accelerated
Equity Awards
($)

Continuing
Health
Coverage
($)

Dario Amodei
Daniela Amodei
Krishna Rao(1)
______________
(1)
(2) This amount is equal to six months of Mr. Rao’s annual base salary, to be paid in a lump sum. 

“Good reason,” “cause,” and “disability” are defined in the Rao Offer Letter.

28,626,500 (3)

425,000 (2)

—
—

—
—

—
—
16,079 (4)

Total
($)

—
—
29,067,579

274