Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


             APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
             CERTAIN OFFICERS.

On March 22, 2022, Sierra Oncology, Inc. (the "Company") and Mark Kowalski, M.D., Ph.D., the Company's former Chief, Research and Early Development, entered into a transition agreement (the "Agreement"). Under the Agreement, Dr. Kowalski's employment with the Company terminated on March 10, 2022 (the "Termination Date"). Dr. Kowalski became a consultant to the Company upon the Termination Date and under the Agreement and a consulting agreement between the Company and Dr. Kowalski (the "Consulting Agreement"), Dr. Kowalski will remain a consultant through June 30, 2023 (the "Consulting Period").

Dr. Kowalski will be entitled to a total severance payment equal to $474,986, representing twelve months of Dr. Kowalski's base salary, less applicable withholdings, paid over twelve months from the Termination Date. The Company will pay Dr. Kowalski a total of $17,290 to assist Dr. Kowalski's out-of-pocket healthcare costs, at a rate of $1,330 per month, less applicable withholdings, for thirteen months from the Termination Date. During the Consulting Period, Dr. Kowalski will provide consulting services to the Company at a rate of $400 per hour.

Dr. Kowalski's time-based options will be considered to have vested only up to and including the Termination Date, and Dr. Kowalski has agreed to permanently forfeit the portion of each time-based option that was unvested as of the Termination Date. Dr. Kowalski's performance-based options will continue to vest through the Consulting Period while Dr. Kowalski remains in service to the Company (or any subsidiary of the Company) in accordance with the terms of the applicable plans and agreements. The exercise of Dr. Kowalski's vested options and shares will continue to be governed by the applicable plans and agreements, as modified by the Agreement.

The foregoing description of the Agreement and the Consulting Agreement is only a summary of their material terms, does not purport to be complete, and is qualified in its entirety by reference to the Agreement and the Consulting Agreement, copies of which are filed as exhibits to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.



Exhibit
Number    Description
10.1        Transition Agreement and Release dated March 22, 2022 between the
          Company and Mark Kowalski
10.2        Consulting Agreement dated March 22, 2022 between the Company and Mark
          Kowalski
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)





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