TARVEDA THERAPEUTICS, INC.
FIRST AMENDMENT TO
(Andrew J. Fromkin)
This First Amendment to Employment Agreement (this Amendment) dated as of April 6, 2016 (the Effective Date), is made by and between Tarveda Therapeutics, Inc., a Delaware corporation formerly named Blend Therapeutics, Inc. (the Company), and Andrew J. Fromkin (Executive).
WHEREAS, the Company and Executive are parties to an Employment Agreement dated March 2, 2015 (the Original Agreement); and
WHEREAS, the parties desire to amend the Original Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants set forth herein and in the Original Agreement, the parties hereby agree as follows:
1. Defined Terms. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Original Agreement.
2. Change of Corporate Name. The Original Agreement is hereby amended to delete every mention of the name Blend Therapeutics, Inc. and to insert in each such place the name Tarveda Therapeutics, Inc.
3. Base Salary. Section 5(a) of the Original Agreement is hereby amended to delete the first sentence in its entirety and to insert the following sentence in its place:
During the term of this Agreement, the Company shall pay Executive a base salary, payable in equal installments in accordance with the Companys standard schedule for salary payments to its employees, at an initial rate of $400,000 per annum, which shall increase to a rate of $425,000 per annum commencing on January 1, 2016.
4. Annual Bonus. Section 5(b) of the Original Agreement is hereby amended to increase the target for his Annual Bonus from 40% to 50%.
5. True-Up Shares.
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For purposes of Section 5(c)(iii), the parties agree that the Companys sale and issuance of shares pursuant to a Series C Convertible Preferred Stock Purchase Agreement, dated as of January 15, 2016, among the Company and certain of its stockholders (the Series C Purchase Agreement) qualifies as a Qualified Financing as defined in the Original Employment Agreement. For purposes of calculating the number of True-Up Shares, the parties agree to assume that the Second Closing occurred immediately after the Initial Closing (as such terms are defined in the Series C Purchase