Amendment to Employment Agreement between Nivalis Therapeutics, Inc. and Jon Congleton

Summary

This amendment updates the employment agreement between Nivalis Therapeutics, Inc. and Jon Congleton, effective March 6, 2015. The main change concerns the accelerated vesting of stock options: if Jon Congleton's employment ends, any unvested options scheduled to vest within 12 months will immediately vest, except where a change in control provides for full vesting. All other terms of the original agreement remain unchanged.

EX-10.7 17 a2224618zex-10_7.htm EX-10.7

Exhibit 10.7

 

AMENDMENT to the

EMPLOYMENT AGREEMENT

between

Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc.)

and

Jon Congleton (“Employee”)

 

WHEREAS, Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc. (the “Company”)) and the Employee entered into an employment agreement (the “Agreement”) effective as of January 1, 2015;

 

WHEREAS, the Company and the Employee desire to amend the Agreement to change the provision relating to accelerated vesting of stock options in connection with Termination/Severance;

 

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

 

1.                                      Section 5(e)(iii) is amended to read as follows:

 

(iii)  the Company shall cause any issued but unvested options scheduled to vest in the 12 months following the Employee’s Termination Date to immediately vest; provided, however, that this sentence shall not diminish the 100% vesting contemplated by 5(f) below in connection with a Change in Control.

 

2.                                      Except as amended herein, the provisions of the Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed and Employee has hereunto set his hand as of March 6, 2015.

 

 

 

NIVALIS THERAPEUTICS, INC.

 

 

 

By:

/s/ R. Michael Carruthers

 

Name:

R. Michael Carruthers

 

Title:

Chief Financial Officer

 

Date:

3/6/15

 

 

 

 

 

EMPLOYEE

 

 

 

By:

/s/ Jon Congleton

 

 

Jon Congleton, Chief Executive Officer