CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
February 23, 2020
Mr. Scott Hutton
This letter updates and revises your offer letter of February 16, 2018.
This confirms that effective January 1, 2020 you were appointed as the Chief Executive Officer of the Company and were also added to the Board of Directors.
Compensation: Your base salary was raised on January 1, 2020 to $29,166.66 per month, or $350,000 annualized, less all deductions and withholdings. Pursuant to recent discussions, effective the beginning of the first month after a successful IPO, your salary will be further adjusted to $35,416.66 per month or $425,000 annually. The Company may modify your compensation from time to time in its sole discretion.
Bonus: Also, effective with the raise in the base salary, and pro-rated for the period through the end of the year, following the afore mentioned IPO your bonus potential, as outlined in the original agreement, will be raised to 100% of your base salary from the current level of 50%. Consistent with the previous offer letter, such bonus, if any, will be paid after the close of the Companys financial year, after validation and approval from the Companys Compensation Committee and Board of Directors that relevant objectives have been achieved, and provided the Company has the financial wherewithal to pay. To be eligible for any Bonus, you must be employed by the Company at the time any Bonus amount is to be paid. Bonuses are not earned until they are approved in writing by the Board of Directors of the Company.
Termination of Employment: You and Biodesix each acknowledge that either party has the right to terminate your employment with Biodesix at any time for any reason whatsoever, with or without cause or advance notice, subject only to the following:
a. Resignation, Termination for Cause or due to Death or Disability. In the event you resign your employment with Biodesix, or your employment is terminated by Biodesix for Cause or due to death or disability, the Companys obligation to make payments hereunder shall cease, except that the Company shall pay you or, as applicable, your heirs or assigns, any salary earned but unpaid prior to such termination, any reimbursable business expenses that were incurred but not reimbursed as of the date of your last day of employment, and, if applicable, all accrued but unused vacation. Vesting of any unvested stock options or other equity securities shall cease on your last date of employment.