KALEIDO BIOSCIENCES, INC.
This Employment Agreement (Agreement) is made as of January 24, 2019, between Kaleido Biosciences, Inc., a Delaware corporation (the Company), and Alison Lawton (the Employee) and is effective as of the closing of the Companys first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the Effective Date).
WHEREAS, the Company and the Employee are parties to an offer letter, dated November 16, 2017, as amended by letter dated August 16, 2018 (the Prior Agreement); and
WHEREAS, the parties intend to replace the Prior Agreement with this Agreement, effective as of the Effective Date.
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). The Employees employment with the Company will continue to be at will, meaning that the Employees employment may be terminated by the Company or the Employee at any time and for any reason subject to the terms of this Agreement.
(b) Position and Duties. During the Term, the Employee shall serve as the Chief Executive Officer (CEO) of the Company, and shall have such duties and authorities as may from time to time be prescribed by the Companys Board of Directors (the Board). The Employee shall devote her full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Employee may serve on other boards of directors, with the advance written approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executives performance of her duties to the Company as provided in this Agreement.
2. Compensation and Related Matters.
(a) Base Salary. The Company shall continue the Employees base salary at its current rate, subject to annual review by the Companys Board of Directors (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 Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee (the Compensation Committee) from time to time, in accordance with Companys bonus program. Except as otherwise provided in the Companys bonus program, to earn incentive compensation, the employee must be employed by the Company on the day such incentive compensation is paid.