March 11, 2017
On behalf of Immunotolerance, Inc. (the Company), I am pleased to offer you employment with the Company. The purpose of this letter agreement (the Agreement) is to set forth the terms of your employment with the Company.
1. You will be employed to serve on a full-time basis as Founder and Chief Scientific Officer effective March 27, 2017. You will have such duties and responsibilities as are customary for such position, plus such other duties as may from time to time be assigned to you by the Company. You agree to devote your full business time, best efforts, skill, knowledge, attention and energies to the advancement of the Companys business and interests and to the performance of your duties and responsibilities as an employee of the Company. You agree to abide by the rules, regulations, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. You will perform your services under this Agreement primarily at the Companys offices in the Boston, Massachusetts area. Notwithstanding anything in the preceding sentence, however, you understand and agree that your employment will require travel from time to time.
2. Your base salary will be at the rate of $28,125 per monthly pay period (equivalent to an annualized base salary of $337,500), subject to tax and other withholdings as required by law.
3. Following the end of each calendar year and subject to the approval of the Board (or a committee thereof), you will be eligible for a retention and performance bonus, targeted at $101,250, based on your individual performance and the Companys performance during the applicable calendar year, as determined by the Board in its sole discretion; provided, however, that for 2017 any such bonus shall be determined on a pro-rated basis. You must be an active employee of the Company on the date any bonus is distributed in order to be eligible for and to earn a bonus award, as it also serves as an incentive to remain employed by the Company.
4. You may participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. The benefit programs made available by the Company, and the rules, terms and conditions for participation in such benefit programs, may be changed by the Company at any time without advance notice (other than as required by such programs or under law).
5. You will be eligible for a maximum of five weeks of vacation per calendar year to be taken in accordance with the standard written policies of the Company. The number of vacation days for which you are eligible shall accrue at the rate of 2.0833 days per month that you are employed during such calendar year. You may carry over one week of vacation at the end of each calendar year to the subsequent calendar year.