June 25, 2020
New York, NY 10023
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Employment Offer Letter
Phathom Pharmaceuticals, Inc. (the Company) is pleased to offer you a position on the terms set forth in this letter (this Agreement).
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DUTIES. Following the Start Date (as defined below), you shall serve as the Companys Chief Financial Officer. In such position, you will perform such duties as are customarily associated with the position of Chief Financial Officer and you shall report directly to the Chief Executive Officer of the Company (the Supervising Officer). You will be responsible for the Companys accounting, financial planning and analysis (FP&A), and investor relations functions, as well as such other duties as are assigned to you by your Supervising Officer; provided, however, such other duties shall be consistent with your role as Chief Financial Officer. You shall perform your services on a full-time basis at the Companys headquarters at 100 Campus Drive, Florham Park, New Jersey, with travel to the Companys research and development location in Chicago Northwestern Suburbs, Illinois as needed in connection with your duties at the Companys expense. This is an exempt position.
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EXCLUSIVE SERVICES. During the term of your employment, you shall devote your full working time and attention to the business affairs of the Company. Subject to the terms of the Companys form of Proprietary Information and Inventions Assignment Agreement, as described below, this shall not preclude you from (a) devoting time to personal and family investments, (b) participating in industry associations, or (c) serving on professional, educational, community and civic boards, provided such activities do not interfere with your duties to the Company, as determined in good faith by the Supervising Officer. You agree that you will not join any boards, other than professional, educational, community and civic boards (which do not interfere with your duties to the Company), without the prior approval of the Supervising Officer, which approval shall not be unreasonably withheld, and that you shall be limited to service on two outside boards, other than professional, educational, community and civic boards.
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START DATE. We expect that your employment start date (the Start Date) will occur as soon as reasonably practicable but in no event later than July 15, 2020 (the Start Date Deadline). The employment offer contained in this Agreement will automatically expire if you have not commenced full-time employment with the Company prior to the Start Date Deadline. This offer, if not accepted, will expire at the close of business on July 7, 2020.
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your Release was not yet effective);
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An amount equal to your Target Bonus for the calendar year in which your termination date occurs, prorated for the portion of the calendar year in which your termination date occurs that has elapsed prior to such termination, plus any unpaid annual bonus for the calendar year prior to the year in which your Qualifying Termination occurs, to the extent you are entitled to such bonus and if such bonus has not already been paid, which amount(s) will be paid in a lump sum on the first regularly-scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following your termination date;
(i) For the 9 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the COBRA Coverage Period), if you and/or your eligible dependents who were covered under the Companys health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to the monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Companys health plans as of the date of your termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Companys health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the Code), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and
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Notwithstanding anything else set forth herein, in the Plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you (including the Stock Options, but not including the PSUs) will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you
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of and be enforceable by you and the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights hereunder, without the written consent of the Company, which shall not be withheld unreasonably.
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ENTIRE AGREEMENT. This Agreement and the Proprietary Information and Inventions Assignment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between you and the Company with respect to the terms and conditions of your employment or service specified herein and therein. This Agreement and the Proprietary Information and Inventions Assignment Agreement supersede any other such promises, obligations, warranties, representations or agreements between you and the Company, and you agree that any and all such prior promises, obligations, warranties, representations and agreements are hereby terminated. This Agreement may not be amended or modified except by a written instrument signed by you and a duly authorized officer of the Company.
If you choose to accept this Agreement under the terms described above, please acknowledge your acceptance of our offer by returning a signed copy of this letter and the Proprietary Information and Inventions Assignment Agreement to our attention.
|Phathom Pharmaceuticals, Inc.|
/s/ Joe Hand
Name: Joe Hand
Chief Administrative Officer
Agreed and Accepted:
I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge and agree that no other commitments were made to me as part of my offer except as specifically set forth herein.
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/s/ Todd P. Branning
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Todd P. Branning
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