EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement), by and between Keros Therapeutics, Inc. (the Company), and Claudia Ordonez (Executive) (collectively referred to as the Parties or individually referred to as a Party), is effective as of the date the Company consummates an initial public offering (the Effective Date).
R E C I T A L S
WHEREAS, on September 16, 2019, the Executive was employed as the Chief Medical Officer of the Company, pursuant to the terms of the August 20, 2019 offer letter (the Offer Letter);
WHEREAS, the Company desires to continue to employ Executive as its Chief Medical Officer, following the Effective Date pursuant to the terms of the Agreement, which shall amend and restate the Offer Letter in its entirety; and
WHEREAS, Executive desires to accept such employment and enter into such an agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:
1. Duties and Scope of Employment.
(a) Positions and Duties. As of the Effective Date, Executive will serve as Chief Medical Officer of the Company. Executive will render such business and professional services in the performance of Executives duties, consistent with Executives position within the Company, as shall reasonably be assigned to Executive by the Companys Chief Executive Officer. The period of Executives at-will employment under the terms of this Agreement is referred to herein as the Employment Term.
(b) Obligations. During the Employment Term, Executive will perform Executives duties faithfully and to the best of Executives ability and will devote Executives full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Companys Board of Directors (the Board).
2. At-Will Employment. Subject to Sections 7, 8, and 9 below, the parties agree that Executives employment with the Company will be at-will employment and may be terminated at any time with or without cause or notice, for any reason or no reason. Executive understands and agrees that neither Executives job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executives employment with the Company.
(a) Base Salary. During the Employment Term, the Company will pay Executive as compensation for Executives services a base salary of $385,000 per year, as modified from time to time at the discretion of the Board or a duly constituted committee of the Board (the Base Salary). The Base Salary will be paid in regular installments in accordance with the Companys normal payroll practices (subject to required withholding). Any increase or decrease in Base Salary (together with the then existing Base Salary) shall serve as the Base Salary for future employment under this Agreement. The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period.