SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
John McDonough and T2 Biosystems, Inc. (the Company) enter into this second amendment to the employment agreement (this Second Amendment) dated as of March 14, 2008, and previously amended on July 22, 2014 (the Agreement), as of July 30, 2019 (the Effective Date).
1. Section 1(c) is hereby added to the Agreement and reads as follows:
(c) Resignation. You agree to resign from your position as President and Chief Executive Officer and your employment with the Company on the start date of a new Chief Executive Officer, or such earlier date as determined by the Board (the Resignation Date).
(i) You acknowledge and agree that your employment with the Company and any of its parents, subsidiaries and affiliates (Affiliates) will terminate on the Resignation Date.
(ii) Between the Effective Date and the Resignation Date, You will assist the Company in identifying a new Chief Executive Officer, and otherwise continue to serve as the Chief Executive Officer, President, Executive Chairman and an employee pursuant and subject to the terms of the Agreement.
(iii) On the July 30, 2019 earnings call, you will announce that you have been appointed Executive Chairman and your intent to step down as Chief Executive Officer and become non-executive Chairman of the Board after working with the Board to identify and appoint your successor as Chief Executive Officer. Effective immediately, you will assume the role of Executive Chairman of the Board, and serve in that capacity as duly appointed or elected for no additional compensation through the Resignation Date. Following the Resignation Date, you will become eligible for compensation, including quarterly cash retainer payments and annual equity grants, as non-executive Chairman of the Board and Director pursuant to, and to the extent provided by, the Companys Non-Employee Director Compensation Program, as in effect from time to time (the Program). The annual equity grant under the Program is currently 22,000 stock options, 11,000 restricted stock units or a combination thereof (as determined by the Board) and the annual cash retainer payments you will initially be eligible for following the Resignation Date as a director and Chairman of the Board is currently: $40,000 for service as a director and $30,000 for service as the Chairman of the Board.
(iv) You understand that you are giving up any right or claim to future employment, including without limitation, any future compensation or benefits, except as set forth in this Agreement.
(vi) You agree that on or before the Resignation Date or upon the Companys request, you will return to the Company all property of the Company in my possession or control, including without limitation, all keys, access cards, credit cards, calling cards, cellular phones and other mobile communications devices. Notwithstanding the foregoing, you shall be entitled to retain ownership of your Company issued laptop following the Resignation Date.
2. The first sentence of Section 4(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
(a) Base Salary. While you are employed hereunder, the Company will pay you a base salary at the annual rate of $550,000 (the Base Salary).