LITHERA, INC. 9191 Towne CentreDrive San Diego, CA 92122 August 12, 2014
Exhibit 10.12
LITHERA, INC.
9191 Towne Centre Drive
San Diego, CA 92122
August 12, 2014
Patricia Walker, M.D., Ph.D.
2025 Plaza Bonita
Santa Barbara, CA 93103
Dear Patricia:
I would like to extend to you this offer to serve as a member of the Board of Directors of Lithera, Inc. (the Company). Your continued service will be at the discretion of the Companys stockholders.
At the next meeting of the Board of Directors (the Board), the Company will provide you a non-qualified stock option to purchase up to 86,733 shares of common stock in the Company (approximately 0.15% of the Companys fully diluted shares) at the then current fair market value for such shares (the Option). The Option will be granted subject to the terms of the Companys 2007 Stock Plan (the Plan) and related documentation and will vest over a period of three (3) years in equal monthly installments starting upon your appointment to the Board and continuing for so long as you continue to serve as a director. In addition, the Company will pay you an annual retainer of $25,000 (payable in equal quarterly installments) for your service as a director.
The cash compensation that you are entitled to receive will be adjusted in accordance with the Companys director compensation policy in the event that the Company completes an initial public offering of its equity securities.
As a director you will be expected to attend the meetings of the Companys Board and provide reasonable assistance to the Companys management team, as requested. You may also be asked to serve on one of the committees of the Board, including the Companys Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee. You will be reimbursed for your reasonable out of pocket expenses in attending meetings of the Board of Directors.
As you are aware, the Company is very concerned that its directors carefully guard its confidential and proprietary information and avoid any potential or actual conflicts of interest. In this regard, you acknowledge that you will execute the Companys standard form of Proprietary Information and Inventions Agreement.
Kindly indicate your consent and agreement to the terms set forth in this letter by signing and returning a copy of this letter to me.
Should you have any questions with regard to any of the matters set forth above, please call me.
Very truly yours, |
/s/ George Mahaffey |
George Mahaffey |
Chief Executive Officer |
ACCEPTED AND AGREED: |
/s/ Patricia Walker |
Patricia Walker, M.D., Ph.D. |
Date: | August 12, 2014 |