Offer Letter Agreement, by and between Pulmonx Corporation and Geoffrey Beran Rose, dated December 11, 2014

EX-10.9 8 exhibit109s-1xofferlettera.htm EXHIBIT 10.9 Exhibit
Exhibit 10.9

December 11, 2014
Geoffrey Beran Rose
[Address Intentionally Omitted]
Dear Beran:
On behalf of Pulmonx (the “Company”), I am pleased to offer you employment with the Company on the terms described below.
Position
You will start in a full-time, exempt position as Vice President, Marketing and Business Development reporting to the CEO.
Compensation
You will be paid an annual salary of $240,000.00. Your salary will be payable in two equal payments per month pursuant to Pulmonx’s regular payroll policy (subject to normal required withholding). You will also be eligible to participate in the Company’s cash bonus plan. The cash bonus plan is tied to performance objectives. The amount of the bonus is subject to approval by the Company’s Board of Directors. Based on your position, you will be eligible to receive a bonus of approximately 25% of your annual salary. In addition, in order to receive a bonus you must be in good standing with the Company and employed at the time the bonus is distributed to be eligible for the bonus. Your base salary will be reviewed annually as part of the Company’s normal salary review process.
Benefits
You will have the opportunity to participate in the standard benefit plans currently offered to other similarly situated employees, subject to eligibility requirements. These benefits include health insurance, paid time off, and a 401(k) plan. The effective date of your group health insurance will be the first of the month following your date of hire. Personal time off is accrued at the rate of 13.33 hours per month, which equates to 20 days per year.
Stock Options
In connection with the commencement of your employment and the amendment of the Company’s 2010 Stock Plan (the “Plan”) to authorize an additional 11,618,296 shares under the Plan, the Board of Directors of the Company will grant you a stock option (“First Option”) to purchase 1,289,919 shares of Common Stock, which will equal approximately 1.0% of the fully diluted capitalization of the Company. Following the closing of the Company’s next preferred


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stock financing (the “Financing”) the Board of Directors will grant you a stock option (“Second Option”) to purchase the number of shares of Common Stock of the Company, which together with the shares subject to the First Option, will equal approximately 1% of the fully diluted capitalization of the Company immediately following the Financing. Each of the First Option and Second Option will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant. The grants will be immediately exercisable and will vest 25% on your one-year anniversary, and then at a rate of 1/48th per month, with the options being fully vested after four (4) years from your date of hire. The option will be subject to the terms of Pulmonx’s 2010 Stock Plan and the Stock Option Agreement between you and Pulmonx. If you choose to early exercise your option, Pulmonx will have the right to repurchase any unvested shares in the event of termination of your employment relationship.
Confidential Information and Invention Assignment Agreement
Like all Pulmonx employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Confidential Information and Invention Assignment Agreement (“Confidentiality Agreement”).
Employment Relationship
Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer letter. This is the full and complete agreement between you and the Company. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s President.
This offer is contingent upon successful completion of a background check. As we have not received the results of your background check, we reserve the right to rescind this offer should the results of your background investigation not be successful. We will contact you as soon as the background check process has been completed.
Arbitration
The parties hereby waive their rights to a trial before a judge or jury and agree to arbitrate before a neutral arbitrator any and all claims or disputes arising out of this agreement, and any and all claims arising from or relating to Employee’s employment with the Company, including, but not limited to: claims against any current or former employee, director or agent of the Company, any claim of wrongful termination, retaliation, discrimination, harassment, breach of contract, breach of covenant of good faith and fair dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge, failure to provide a leave of absence, claims regarding commissions, stock options or bonuses, infliction of emotional distress, unfair business practices.
The arbitrator’s decision shall be written and must include the findings of fact and law that support the decision. The arbitrator’s decision will be final and binding on both parties, except to the extent applicable law allows for judicial review of arbitration awards. The arbitration shall be


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conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however that the arbitrator shall allow the discovery authorized by the California Arbitration Act, or that discovery the arbitrator deems necessary for the parties to vindicate their respective claims or defenses. The arbitration shall take place in San Mateo County or, at the Employee’s option, the county in which the Employee primarily worked with the Company at the time the arbitrable dispute or claim first arose.
The parties will share the costs of arbitration equally except that the Company will bear the cost of the arbitrator’s fee, any other type of expense or cost that the Employee would not be required to bear if the Employee were to bring the dispute or claim in court. Both the Company and the Employee will be responsible for their own attorney’s fees, and the arbitrator may not award attorney’s fees unless a statute or contract at issue specifically authorizes such an award. The arbitrator may award any remedies that would otherwise be available to the parties if they were to bring the dispute in court.
This arbitration provision does not apply to the following: (i) claims concerning worker’s compensation or unemployment insurance claims or (ii) claims concerning the validity, infringement, or enforceability of any trade secret, patent right, copyright, or any other trade secret or intellectual property held or sought by either Employee or the Company (whether or not arising under the Company’s Confidentiality Agreement).
Successors
This agreement is binding on and may be enforced by the Company and its successors and assigns and is binding upon and may be enforced by you and your heirs and legal representatives. Any successor to the Company (whether by purchase, merger, consolidation, name change or otherwise) will be bound by all of the Company’s obligations under this agreement.
Governing Law
This agreement will be governed by the laws of the State of California without reference to the conflict of law provision.
Multiple Counterparts
This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
This offer will remain open until the close of business on December 15, 2014 and, together with the Confidentially Agreement, set forth the terms of your employment with Pulmonx and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by Pulmonx and by you.
By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company. Your starting date will be December 16, 2014, or a date mutually agreed upon by both parties.


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If you wish to accept this offer, please sign and date this letter in the spaces designated below and return it to me. In accordance with Federal regulations, please bring proof of your identity and authorization to work in the United States when you begin work. This documentation must be provided no later than your third working day.


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I am extremely pleased to extend you this offer, and look forward to the opportunity of working with you to make Pulmonx an exciting and successful venture.
Sincerely,
 
 
/s/ Glen French
Glen French
President and CEO
The foregoing terms are hereby understood and accepted.
 
 
 
 
 
 
/s/ Beran Rose
 
16 Dec 2014
Beran Rose
 
Date


700 Chesapeake Drive  /  Redwood City  /  California 94063  /  Tel ###-###-####  /  Fax ###-###-####  /  www.pulmonx.com