February 22, 2021
Delivered via Email
On behalf of Ocean Biomedical, Inc. (the Company), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below.
1. Position. Your initial position with the Company will be Executive Chairman reporting to the Board of Directors. This is a full-time position, and you are expected to devote your full business time and best efforts to the Company, and you may not engage in outside business activities without the Companys prior written consent.
2. Start Date. Your employment began on January 1, 2020 (the Start Date).
3. Salary. The Company will pay you a salary at the rate of $250,000 (two hundred fifty thousand Dollars) per year, payable in accordance with the Companys standard payroll schedule and subject to applicable deductions and withholdings. This salary will be subject to periodic review and adjustments at the Companys discretion. Payment of any salary deferred since the Start Date will be upon the successful completion of the initial public offering of the Companys common stock prior to August 31, 2021 (the IPO), subject to your continued employment with the Company through such payment date.
4. Bonus. In addition to your salary, beginning in calendar year 2021 you may be eligible to receive an annual bonus, targeted at 65% of your base salary (the Target Bonus). The decision to award a bonus for any particular calendar year and the amount thereof are subject to the Companys discretion, and may depend in part on the Companys evaluation of your performance and the Companys performance. Annual bonuses, if any, will be paid no later than March 15 of the year following the calendar year to which such bonus relates, and you must remain employed by the Company through date of payment to earn any portion of such bonus.
5. Severance. Notwithstanding anything to the contrary, in the event your employment with the Company is terminated without Cause (as defined in the Companys 2021 Stock Option and Grant Plan (as amended from time to time, the Plan)) or you resign from the Company with Good Reason (as defined in the Plan), you will be entitled to receive the following severance benefits, subject to your execution and delivery of an irrevocable release of claims in favor of the Company and its affiliates within sixty (60) days of such termination: (a) continuation of your then-current base salary for twelve (12) months, payable in accordance with the Companys