Relypsa, Inc. Employment Offer Letter to Claire J. Lockey (Vice President, Regulatory)
This agreement is an employment offer letter from Relypsa, Inc. to Claire J. Lockey for the position of Vice President, Regulatory. It outlines her salary, bonus eligibility, stock options, and benefits, as well as the at-will nature of her employment. The agreement requires her to sign a Proprietary Information and Inventions Agreement and includes an arbitration clause for resolving disputes. Employment is contingent on reference checks and legal authorization to work in the U.S. The offer expires if not accepted by January 18, 2010.
Exhibit 10.19
January I5, 2010
Via Electronic Delivery
Claire J. Lockey
Dear Claire,
We are very pleased to offer you a position at Relypsa, Inc. (Relypsa), subject to the conditions of this letter. Upon commencement of employment, your initial title will be Vice President, Regulatory. This is a full-time position initially reporting to Gerrit Klaemer President and Chief Operating.
Subject to your accepting this offer and checking of references, your employment will begin on your first day of work with Relypsa, which is anticipated to be February 1, 2010 or a date which is agreed upon by both parties in writing.
Your initial base annual salary will be $280,000.00, payable in accordance with Relypsas standard payroll schedule. Your salary will be subject to adjustment pursuant to Relypsas employee compensation policies as may be in effect from time to time and periodic reviews by Relypsa. In addition to your salary, Relypsa is also offering you a sign-on bonus of $30,000.00 (less applicable taxes) that will be paid within ten days after the close of Relypsas Series B financing.
In addition, you will be eligible for an incentive bonus for each fiscal year that you are employed at the Company. The incentive bonus (if any) will be awarded based on criteria for your goals for that year and approved by the Companys Board of Directors. Your target bonus will be equal to 25% of your annual base salary. Any incentive bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. The incentive bonus for that fiscal year will be paid only if you are employed by the Company at the time the bonus is earned. The determination of the Companys Board of Directors with respect to your incentive bonus will be final and binding.
As a regular employee of Relypsa, you and your eligible dependents will be able to participate in Company-sponsored benefit plans, such as medical, dental, vision, life insurance and 401(k) as
may be established from time to time by Relypsa and in accordance with Relypsa policies and the terms of those plans. In addition, you will be entitled to paid vacation in accordance with Relypsas vacation policy, as may be in effect from time to time. You will begin with 4 weeks of vacation.
Subject to approval by the Relypsa Board of Directors, you will be granted an option to purchase 450,000 shares of Relypsas Common Stock at an exercise price equal to the fair market value per share of the Common Stock on the grant date as determined in good faith by Relypsas Board of Directors, which will be the next regularly scheduled meeting of the Relypsa Board of Directors. The option will be granted pursuant to the terms and conditions of Relypsas 2007 Equity Incentive Plan (the Plan) and related agreements to be provided to you in the near future which will detail the vesting terms and other conditions related to the option you will receive.
You will be required, as a condition of your employment with Relypsa, to sign and abide by Relypsas standard Proprietary Information and Inventions Agreement. By signing this letter agreement, you confirm to Relypsa that you have no contractual commitments or other legal obligations that would impede or prohibit you from performing your duties for Relypsa.
Employment with Relypsa is for no specific period of time. Your employment with Relypsa will be at will, meaning that either you or Relypsa may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and Relypsa on the matter of your employment being at will. Although your job duties, title, compensation and benefits, as well as Relypsas 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 a duly authorized officer of Relypsa (other than you).
While you render services to Relypsa, you will not engage in any other employment, consulting or other business activity that would create a conflict of interest with Relypsa. While you render services to Relypsa, you also will not assist any person or entity in competing with Relypsa, in preparing to compete with Relypsa or in hiring any employees or consultants of Relypsa.
All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.
This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with Relypsa. The terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. We hope that you will accept our offer to join Relypsa. You may indicate your agreement with these terms and accept this offer by signing and dating the enclosed duplicate and original of this letter agreement and returning it to me.
This offer, if not accepted, will expire at the close of business on Monday, January 18, 2010. As required by law, your employment with Relypsa is contingent upon your providing legal proof of your identity and authorization to work in the United States.
To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of this letter agreement, your employment, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Santa Clara County, California conducted by the Judicial Arbitration and Mediation Services, Inc. (JAMS) or its successor, under the then applicable rules of JAMS. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. Each party will be responsible for their own costs and attorneys fees, other than the costs for JAMS, which shall be borne by the Company. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Notwithstanding the foregoing, you and the Company each have the right to resolve any issue or dispute arising under the Proprietary Information and Inventions Agreement by court action instead of arbitration.
Claire, I look forward to working with you. Your experience and knowledge will be a great addition to the team here at Relypsa.
Very truly yours,
RELYPSA, INC.
By: | /s/ Gerrit Klaerner | |
Gerrit Klaerner, President, Chief Operating Officer |
I have read and accept this employment offer.
/s/ Claire Lockey | 2 Feb 10 | |||||
SIGNATURE | DATE |