Letter Agreement
Exhibit 10.25
Letter Agreement
John T. Cavan
12 E. Elbrook Drive
Allendale, New Jersey 07401
Dear John:
Reference is made to your offer letter dated March 27, 2012 (the Offer Letter) to join Stemline Therapeutics, Inc. (the Company). As we have discussed, we would like to make certain changes to the vesting schedule set forth in the Offer Letter.
Specifically, Section 1.E.(i) of the Offer Letter is hereby amended to read as follows:
E. Options. Subject to the approval of the Board, you will be granted the following award of options, which in the aggregate will constitute 0.75% of the Companys Fully Diluted Capital Stock as of the date of approval by the Board:
(i) an option (the Time-Vested Option) to purchase that number of shares of the Companys Common Stock, $0.0001 par value per share (the Common Stock), equal to 0.5% of the Companys Fully Diluted Capital Stock as of the date of approval by the Board, at a purchase price per share equal to the fair market value of the Companys Common Stock on the date of approval by the Board. The Time-Vested Option will vest and become exercisable as to 25% of the shares at the closing of the initial public offering (the Closing) if you are then employed as chief accounting officer (CAO); 25% on the one-year anniversary of the Closing if you are employed as CAO as of the Closing; 25% on the two-year anniversary of the Closing if you are still providing services to the Company as an employee, no matter what title, or a consultant as of such date; and 25% on the three-year anniversary of the Closing if you are still providing services to the Company as employee, no matter what title, or a consultant as of such date.
Except as amended by this Letter Agreement, the Offer Letter remains in full force and effect.
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| Very truly yours, | ||
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| STEMLINE THERAPEUTICS, INC. | ||
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| By: | /s/ Ivan Bergstein, M.D. | |
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| Name: | Ivan Bergstein, M.D. | |
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| Title: | President and Chief Executive Officer | |
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JOHN T. CAVAN |
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/s/ John T. Cavan |
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(Signature) |
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Date: | July 26, 2012 |
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