Amended Offer Letter and Severance Protection Agreement between Evofem, Inc. and Jay File
This letter agreement between Evofem, Inc. and Jay File outlines severance protections for Jay File. If terminated without cause, Jay will receive six months' salary and benefits; if terminated in connection with a change in control, he will receive twelve months' salary and benefits. All stock options will fully vest upon a change in control. Jay is also entitled to accrue 25 vacation days per year. By signing, Jay agrees to these amended terms.
Exhibit 10.45
November 16, 2015
Justin File
Dear Jay:
This amended offer letter is confirming that you will be eligible for the following severance protection:
Six months’ salary with paid benefits for the same period of time for termination without cause and twelve (12) months’ salary with paid benefits for the same period of time in connection with a change in control transaction. Such severance arrangement shall be embodied in a separate written agreement substantially similar to that entered into by other senior executives of Evofem. In addition, vesting of any options granted shall fully vest upon a change in control.
You will also be eligible for vacation accrual at a rate of twenty-five (25) days per year effective as of the date of this letter.
By signing below you agree to the terms of this amended offer.
| Sincerely, | Agreed: | |||||||
| /s/ Saundra Pelletier | /s/ Jay File 11/17/15 | |||||||
| Saundra Pelletier | Employee/Date | |||||||
| CEO | ||||||||
Evofem, Inc. | 12400 High Bluff Drive | Suite 600 | San Diego, CA 92130
P ###-###-#### | evofem.com
