March 20, 2015
Matthew Cooper, Ph.D.
Dear Dr. Cooper,
Progenity, Inc. (the Company) is pleased to confirm the following employment offer as Vice President and Chief Scientific Officer of Progenity starting on or about March 27, 2015 (the Employment Start Date). This offer is subject to the terms and conditions set forth in this offer letter. This offer and its acceptance by you are also contingent upon closing of the acquisition of Carmenta Bioscience, Inc. by the Company and/or its affiliates no later than April 6, 2015, at which time this offer expires if the contingency has not been met.
You agree to serve as Vice President and Chief Scientific Officer and shall have the duties and responsibilities commensurate with such position reporting directly to Harry Stylli, Executive Chairman. The annual base salary for this position is $330,000 on a full-time basis.
Upon employment, the Company will provide you with the usual health insurance benefits it generally provides to other employees. Except for any waiting period that may be applicable, you will have immediate right to participate in and receive benefit from life, accident, disability, medical, dental, vision, 401k (with company match) and similar benefits made available generally to employees of the company as such plans and benefits may be adopted by the Company. These plans may vary, from time to time, be amended, or terminated.
Your paid time off shall be in accord with the Companys PTO policy that in general currently allows all fulltime employees three weeks PTO per benefit year, which may be amended or terminated by the Company from time to time. Progenity recognizes 10 company holidays that all full-time employees are paid for.
You are eligible for the annual bonus program with a target bonus of 35% of annual base salary. Bonuses are calculated annually when the calendar year ends and are awarded after all annual financials are calculated. These bonuses are prorated based on your start date. (You would be eligible for your first bonus during 2016, for the 2015 calendar year.) The bonus incentive is based on several terms including company performance, individual goals, and a subjective portion. The bonus program is operated at the sole discretion of the Company and is subject to review, modification, or revocation at any time.
You will be granted an option to purchase 225,000 shares of common stock (the Option). The Option and exercise rights shall be subject to the terms of the Companys most current Equity Incentive Plan and standard agreement. Twenty-five percent of the shares subject to the Option shall become vested on the first anniversary of your Employment Start Date and the balance of the shares shall vest in 36 consecutive successive equal monthly installments thereafter, provided that you are providing continuous service during the period commencing on the grant date and through each applicable vesting date.