OFFICER EMPLOYMENT AGREEMENT
This Officer Employment Agreement (Agreement) is made as June 30, 2017 (Effective Date), and is by and between Caribou Biosciences, Inc., a Delaware corporation, having an address at 2929 7th Street, Suite 105, Berkeley, CA 94710 (the Company), and Rachel E. Haurwitz, Ph.D. (the Officer).
WHEREAS, the Company desires to continue to employ the Officer and the Officer desires to continue to be employed by the Company on the new terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
a. Term. The term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with the provisions hereof (the Term).
b. Position and Duties. During the Term, the Officer shall serve as the President and Chief Executive Officer of the Company, and shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company as may from time to time be prescribed by the Companys Board of Directors of the Company, provided that such duties are consistent with the Officers position or other positions that he or she may hold from time to time. The Officer shall devote substantially all of his or her full working time and efforts to the business of the Company. Notwithstanding the foregoing, the Officer may serve on other boards of directors, with the approval of the Board, or sit on the governing boards of, or hold leadership positions related to community, charitable, academic, and religious activities as long as such services and activities are disclosed to the Board and do not materially interfere with the Officers performance of his or her duties to the Company as provided in this Agreement.
2. Compensation and Related Matters.
a. Base Salary. During the Term, the Officers initial annual base salary shall be $325,000.00. The Officers base salary shall be reviewed from time to time by the Companys Board of Directors (Board) or the Compensation Committee of the Board. The base salary in effect at any given time is referred to herein as Base Salary. The Base Salary shall be payable in a manner that is consistent with the Companys usual payroll practices.
b. Incentive Compensation. During the Term, the Officer shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Officers initial target annual incentive compensation shall be 35% of his or her Base Salary. Except as otherwise provided herein, to earn incentive compensation, the Officer must be employed by the Company on the day such incentive compensation is paid.
c. Company Benefits. The Officer shall be entitled to all benefits received by employees of the Company in accordance with the Companys policies and plans.
3. Termination. During the Term, the Officers employment hereunder may be terminated without any breach of this Agreement under the following circumstances:
a. Termination by the Company for Cause. The Company may terminate the Officers employment hereunder for Cause. For purposes of this Agreement, Cause shall mean: (i) conduct by the Officer constituting a material act of misconduct in connection with the performance of his or her duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary, and de minimis use of Company property for personal purposes; (ii) the commission by the Officer of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Officer that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if he or she were retained in his or her position; (iii) continued non-performance by the Officer of his or