Offer Letter dated January 1, 2017 by and between Aravive Biologics, Inc. and Gail McIntyre
January 1, 2017
2526 Bruner Circle
Lansdale, PA 19446
Aravive Biologics, Inc. (the Company) is pleased to offer you the position of Senior Vice President of Research and Development, reporting to the Companys Chief Executive Officer. The terms of your employment with the Company are as follows:
You will be expected to perform duties as are normally associated with your position and such duties as are assigned to you from time to time, subject to the oversight and direction of the Chief Executive Officer. You will be expected to devote substantially all of your business time to providing services to the Company. You will be classified as an exempt salaried employee and your salary will be $22,000 per month or $264,000 per year, less payroll deductions and withholdings. You will also be eligible for annual performance bonuses of up to $39,600, such bonuses to be determined and paid after the completion of each calendar year, which will be based upon achievement of personal and corporate goals. Additionally, you will be eligible to participate in the Companys approved benefits program, which may be amended from time to time. You shall also be entitled to paid vacation in accordance with Companys approved vacation policy, which may be amended from time to time.
In addition to the compensation described in the preceding paragraph of this letter, on the date of approval by the Board of Directors of the Companys next 409A valuation, you will be issued ten year incentive stock options to purchase 78,000 shares of the Companys common stock (equivalent to 0.60% of the Companys current outstanding equity on a fully diluted basis ), at an exercise price equal to the per share price of the Companys common stock as set forth in the next 409A valuation vesting as to one quarter of the grant on July 21, 2017 (the Initial Vesting Period) and the balance vesting monthly on a pro rata basis over a three year period commencing on The Initial Vesting Period, all as to be set forth in a Stock Option Grant Notice and related Option Agreement to be provided to you after the receipt of notice of action taken by the Board of Directors of the valuation, and upon the terms and conditions set forth therein and in the Companys 2010 Equity Incentive Plan. As a Company employee, you will be expected to abide by the Companys policies and procedures. As part of your agreement to accept employment with the Company, you will be expected to execute a Proprietary Information and Inventions Assignment Agreement (the PIIA Agreement), which prohibits unauthorized use or disclosure of the Companys proprietary information, among other obligations. A copy of the PIIA Agreement is attached hereto as for reference.
In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto the Companys premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company.
Your regular work schedule is from 8:00 a.m. to 5:00 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments. You will not be eligible for overtime premiums.
Your employment relationship with the Company is at-will. This means that you may terminate your employment with the Company at any time by providing two weeks of written advance notice and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause with two weeks of written advance notice; provided, however, that the Company may terminate your employment immediately for Cause as defined below. Your employment at-will status can only be modified in a written agreement signed by you and by an authorized officer of the Company.
If your employment is terminated by the Company without Cause, you shall be entitled to receive a severance payment equal to three months salary. Cause shall be defined as (i) acts of embezzlement or misappropriation of funds or fraud; (ii) conviction of a felony or other crime involving moral turpitude, dishonesty or theft; (iii) willful unauthorized disclosure of the Companys confidential information; (iv) material violation of any terms of your employment agreement or the PIIA Agreement not cured within 30 days of receiving notice thereof; (v) being under the influence of drugs during performance of duties; (vi) engaging in behavior that would constitute grounds for liability for harassment or other egregious conduct that violates laws governing the workplace; or (vii) willful failure to perform assigned tasks where such failure is attributed to your gross insubordination, or dereliction of fiduciary or other obligations which are not cured within 30 days of receiving notice thereof.
This offer is contingent upon a background check clearance, reference check, and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Companys request to meet these conditions. By signing below you agree to abide by all of the Companys policies applicable to similarly situated employees and acknowledge that your continued employment will be contingent upon you complying in all respects with the Companys policies and requirements, including those set forth in the Companys Employee Handbook to be provided to you.
This letter, together with your PIIA Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Companys discretion in this letter, require a written modification signed by an authorized officer of the Company.
Please sign and date this letter and return it to me immediately, if you wish to accept employment at the Company under the terms described above. If you accept our offer, your start date will be as of January 1, 2017 or at such time thereafter when the Board has determined the Company is ready to take on full-time employees.
We look forward to your favorable reply and to a productive and enjoyable work relationship.
|/s/ Ray Tabibiazar|
|Ray Tabibiazar, MD|
|President & CEO|