This Employment Agreement (this Agreement) dated as of December 19, 2017 (the Effective Date), is made by and between Tarveda Therapeutics, Inc., a Delaware corporation formerly named Blend Therapeutics, Inc., (the Company or Tarveda), and Brian Roberts (Executive).
WHEREAS, the Company wishes to employ Executive, and Executive wishes to be employed by the Company, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Start Date. This Agreement will be binding and in full force and effect as of the Effective Date. Executives first date of employment will be January 2, 2018 (the Start Date).
2. Title and Responsibilities. The Company hereby employs Executive to perform those executive duties and services as the President and Chief Executive Officer of the Company (the CEO) shall assign to him from time to time, and Executive accepts employment with the Company, upon the terms and conditions hereinafter set forth. Executive shall serve as the Chief Financial Officer of the Company and shall report to the CEO. The CEO shall have the right to review and change the responsibilities of Executive from time to time as he may deem necessary or appropriate, subject to Executives right to terminate his employment for Good Reason (as defined in Section 12) Executive shall perform his duties under this Agreement principally out of the Companys corporate headquarters (currently Watertown, Massachusetts), or such other location as assigned. In addition, Executive shall make such business trips to such places as may be necessary or advisable for the efficient operations of the Company.
3. Duty to Perform Services. Commencing on the Start Date, except as provided below, Executive shall devote his full business time to rendering service to the Company hereunder, and shall exert all reasonable efforts in the rendering of such services. Nothing in this Agreement shall prohibit Executive from (a) making and managing passive investments, or (b) participating in professional and charitable organizations in an unpaid capacity, or (c) serving on the board of charitable or for profit companies, with or without compensation, in a manner, and to an extent, that will not interfere with his duties to the Company and does not compete with the activities of the Company. Executive agrees that in the rendering of all services to the Company and in all aspects of employment hereunder, he shall comply in all material respects with all directives, policies, standards and regulations from time to time established by the Company, to the extent they are not in conflict with this Agreement. The Company reserves the right to alter, supplement or rescind its employment procedures, benefits or policies at any time in its sole and absolute discretion and without notice.
4. Term of Agreement. The term of this Agreement will commence on the Effective Date. There shall be no definite term of employment, and Executive shall be an employee at will. This Agreement will terminate upon the occurrence of a Termination Event subject to, and in accordance with, Section 10, or earlier termination pursuant to Section 11.
(a) Base Salary. 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 annual rate equal to $290,000. Executives base salary shall be reviewed annually by the Compensation Committee of the Board (the Compensation Committee),