Offer Letter by and between Progenity, Inc. and Clarke Neumann, dated as of August 26, 2014
August 26, 2014
Clarke W. Neumann
Dear Mr. Clarke Neumann,
Progenity, Inc. (the Company) is pleased to confirm the following employment offer for General Counsel starting by September 30th 2014 (the Employment Start Date). The start date can change by the mutual agreement of the parties in writing. This employment offer is subject to the terms and conditions set forth in this offer letter.
You agree to serve as General Counsel 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 $300,000 annually on a full-time basis.
90 Day Probationary Period
The first 90 days of your employment will be under a probationary period. During this period, both the company and you will determine whether you can perform the requirements of the job you have been assigned to. Near the end of this probation, we will assess your performance in the form of a standard review.
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, bonus stock, 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.
You are eligible for the annual bonus program. Bonuses are calculated annually when the calendar year ends and are awarded in the first quarter of the following year These bonuses are prorated based on your start date. You would be eligible for your first bonus during the first quarter of 2015 (if hired 90 days or less prior to the bonus end period, you will not be eligible for bonus dollars for that year). The bonus incentive is based on several items 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 160,000 shares of common stock. Such option and exercise rights (and all other options set forth in this letter) shall be subject to the terms of the Companys most current Equity Incentive Plan and standard agreement. Twenty-five percent of 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.
Except under prior approval of your manager, you shall not during your employment engage, directly or indirectly, in any business activity that is or may be competitive with, or might you be in competing position to that of the Company.
Proprietary Information and Inventions Agreement
Enclosed for your review and signature is a Proprietary and Inventions Agreement. In making this offer, the Company understands that you are not under any obligation to any former employer or person, firm or Company which would prevent, limit, impair or in any way affect the performance by you of your duties as an Employee of the Company. You also represent that as an employee of the Company you will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by you in confidence prior to your employment by the Company. You will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employers or others. You have not entered into and you agree not to enter into any agreement, either written or oral, in conflict with your employment at the Company. You further agree to conform to the rules and regulations of the Company.
It is understood that you are not being offered employment for a definite period of time and that either you or the Company may terminate the employment relationship at any time and for any reason without prior notice. The at will nature of the employment between you and the Company cannot be changed or modified other than in writing by the President.
This offer is contingent upon successful completion of a background investigation, which may include civil, and criminal court records, education, credentials, identity, social security number, previous employment and driving records.
Please indicate your acceptance of this offer by signing and dating this letter and returning it to me.
/s/ Harry Stylli