Employment Offer Letter, dated as of October 29, 2014, by and between the Company and Michael Gibbs

Exhibit 10.45

October 29, 2014

Michael Gibbs

[******************]

[******************]

Dear Mike:

On behalf of T2 Biosystems, Inc., (the “Company”) I am delighted to make this offer of employment to you to join us in the role of Corporate Counsel for the Company beginning December 1, 2014.

At T2 Biosystems, our mission is to lower mortality rates, improve patient outcomes and reduce the cost of healthcare by empowering medical professionals to make targeted therapeutic treatment decisions earlier.  To this end, you are joining us at a very exciting stage in our development as a Company!  In September 2014, we received FDA clearance to sell our first two products, the T2Dx Instrument and T2Candida Panel, which provide sensitive detection of specific sepsis-causing pathogens directly from a whole blood specimen in 3-5 hours versus 2-5 days for competitive detection systems.  Published data has demonstrated that this improvement in time to detection may reduce the current mortality rate of 40% for those infections to 11%.  We are truly excited to bring this product to market.

This speed and detection capability is made possible by our proprietary magnetic resonance-based diagnostic technology platform, called T2MR, which has been in development since our inception in 2006.  Our next two clinical applications for our T2MR technology will target bacterial sepsis and hemostasis, areas of significant unmet medical need where existing therapies could be more effective with improved diagnostics.

Mike, we are excited to extend this offer of employment to you.  We think you can help us fulfill our mission and we believe you’d be a great fit for our team.  To kick things off, you will find all of the pertinent information related to our offer of employment in the attached pages.  Please read the offer carefully and, if it is acceptable, sign and return one copy to my attention (PDF copy is fine).    

If you have any questions, please do not hesitate to contact me at ###-###-#### or email at [*********]@t2biosystems.com. We are looking forward to having you on our team!

Sincerely,

John McDonough

Chief Executive Officer

OFFER OF EMPLOYMENT

Date of employment:  Should you accept the terms of this offer, your employment with the Company will commence on December 1, 2014.

Background check:  Your employment is contingent upon your successful completion of a background check, which is required for all employees of the Company.  The Company will forward you the appropriate documents, and such documents shall be required to be submitted to the Company by no later than one week prior to your start date.

Position:  You have been offered the position of Corporate Counsel. In this capacity, you will initially report to John McDonough, Chief Executive Officer. Your duties and responsibilities will include all those customarily attendant to such a position, and any other such duties or responsibilities that John McDonough or the Company may, from time to time, assign to you.  You agree that you shall not enter into any employment endeavors which may conflict with your ability to devote the necessary time and energies to the Company’s business interest while engaged by the Company.  You further agree to comply with all applicable laws and with all Company rules and policies established by the Company from time to time.

Compensation and Tax Matters:  Your salary shall be $10,416.67 (the equivalent of $250,000 when annualized), payable semi-monthly and subject to pro-ration for any partial initial or terminal week during which you are employed, in accordance with normal payroll practices and schedule of the Company.

Beginning in 2015, you will be eligible for an annual bonus of up to 30% of your annualized base salary based on corporate and personal objectives to be determined.  The bonus will be earned and paid at the sole discretion of the Company.

All compensation amounts stated are before any deductions for FICA taxes, state and federal withholding taxes and other payroll deductions required to be made by the Company under applicable law.  

Stock Options:  Subject to the approval of the Board of Directors and your execution of the Company’s Stock Option Agreement, you will be offered 45,000 shares of T2 Biosystems common stock options under the Company’s Amended and Restated 2006 Stock Plan.  The exercise price of the options will be equal to their fair market value on the date of grant as determined by the Board of Directors. The stock options will have a 4-year vesting schedule with 25% of the options vesting one year from the vesting commencement date (your start date) and remaining options vesting in equal monthly installments for the following 36 months.  The terms and conditions of such stock option grant will be more fully described in the Company’s Amended and Restated Stock Plan.    

Fringe Benefits: You will have the opportunity to participate in the Company’s fringe benefits program.  Currently, these fringe benefits are as follows:

Active: 2014

The Company reserves the right to amend, delete or change any of its employment policies and/or benefits at any time in its sole discretion.

Non Competition/Non-Disclosure/Invention Assignment Agreement:  No later than on the first day of your employment with the Company you will be required to sign the enclosed Non-Competition/Non-Disclosure/Inventions Assignment Agreement (“Obligations Agreement”) which includes nondisclosure, inventions ownership, and other provisions that are necessary to protect the Company’s confidential information, intellectual; property, trade secrets, and customer relationships.  As you may be given access to such protectable interests, your employment is contingent upon your signing the Obligations Agreement.  The terms of the Obligations Agreement will survive termination, for whatever reason, of the employment relationship.

Severance Agreement:  You will be provided with a Change of Control Severance Agreement (“Severance Agreement”) as part of this employment offer.  This program provides you with certain benefits in the event your employment is terminated following a Change of Control, as defined in the Severance Agreement.

Prior Agreements: You acknowledge and confirm that you have provided/disclosed to the Company all restrictive covenants and agreements, including nondisclosure and confidentiality agreements, to which you are a party.  You agree that you shall not disclose to the Company or use while an employee of the Company any confidential or trade secret information obtained by you from other persons or employers and shall not bring any property upon the Company premises which has been misappropriated by others.  You also acknowledge that the Company expects you to honor any prior obligations to former employers to which you remain bound.

Employment At Will:  Although you are being hired as an employee commencing on or about December 1, 2014, your employment with the Company shall be at will.  This means that your employment is not guaranteed for any definite period of time, and you or the Company may terminate your employment relationship with or without notice at any time and for any or no reason or cause.  The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise.  

Entire Agreement:  This letter (together with the attached Obligations Agreement) sets forth the entire understanding between the Company and yourself with respect to your employment by the Company.  All prior discussions, negotiations, correspondence and other understandings between you and the Company are superseded, and there are no representations, warranties or undertakings by the Company or you with respect to your employment by the Company, which are not set forth in this letter.  

Active: 2014

If you agree with the terms of this offer, please acknowledge your understanding and acceptance of this offer by signing where indicated below and return to me by October 31, 2014. We look forward to working with you.

Sincerely,

T2 Biosystems, Inc.

By: ___________________________________________

John McDonough          Date

Chief Executive Officer

I have read agree with and accept the items contained in this letter.

By: ___________________________________________

Michael Gibbs                     Date

The Immigration Control and Reform Act of 1986 requires that all new employees complete the I-9 form and submit proof of employment eligibility to work in the United States within the first three days of their start date.  If accepting employment the Company will provide you the I-9 form and requests that you present appropriate documents when you report to the Company and a representative of the Company will complete the I-9 form with you.  Accordingly, you will have three days from your start date to submit proof of your eligibility to work in the United States.

Active: 2014