Offer Letter, by and between Mersana Therapeutics, Inc. and Dirk Huebner, dated November 5, 2018
VIA HAND DELIVERY
Dirk Huebner, M.D.
c/o Mersana Therapeutics, Inc.
840 Memorial Drive
Cambridge, MA 02139
I am pleased to present you with this revised offer, which supersedes and replaces the offer presented to you on October 29, 2018. I am hereby offering you the position of Chief Medical Officer of Mersana Therapeutics, Inc. (the “Company”), subject to the terms and conditions of employment as set forth in this letter agreement (this “Agreement”).
(a) Your base salary will be $19,166.67 per pay period (currently twice per month), which is $460,000.00 on an annualized basis and will be payable in accordance with the Company’s standard payroll procedures. Your base salary will be eligible for potential discretionary merit increases, in the discretion of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company.
9. Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time your employment terminates, you are a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon your death; except to the extent of amounts or benefits that are not subject to the requirements of Section 409A of the Code. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Section 1.409A-1(i) of the Treasury regulations. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A of the Code.
You may accept this offer of employment and the terms and conditions of this Agreement by signing this letter, which execution will evidence your agreement with the terms and conditions set forth herein and therein and returning them to the Company.
This offer of employment will expire at the end of business, Friday, November 9, 2018, unless accepted by you prior to such date.
MERSANA THERAPEUTICS, INC.
/s/ Anna Protopapas
President and Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Dirk Huebner