Offer Letter, dated April 3, 2020, by and between the Registrant and J. Roger Moody, Jr
FRIDAY, APRIL 3, 2020
It is with great enthusiasm that Talis Biomedical Corporation is providing you an employment offer for the full-time position of Chief Financial Officer, reporting to Brian Coe, Chief Executive Officer.
We are pleased to offer you a base salary of $360,000.00 per year which is paid on a semi-monthly basis. The target annual bonus for this position is 40%. In 2020, your bonus will not be pro-rated, but instead will be based on a full year target. Your salary and any additional compensation, such as any discretionary bonus payment, will be subject to standard payroll deductions and applicable withholdings. Of course, the Company may change your compensation, position, duties and work location from time to time at its discretion.
You will be issued 433,000 stock options subject to a formal Board Resolution of the Company. In addition, if the Company decides to take its Tranche 3 investment from the prior investment round, you will be granted an additional 208,000 stock options. The Board of Directors will determine the exercise price per share after you become an employee as representing the current fair market value of the Common Stock. Subject to continuing to be an employee, the options will vest over the four year period following your employment start date as follows: 25% vesting on the twelve (12) month anniversary of your start date and the remainder vesting monthly over the following thirty-six (36) months. The terms of your options will be subject to your grant agreement and the Companys standard terms and conditions under its option plan.
You will be eligible for Company benefits which include medical, dental and vision insurance, as well as other Company benefits, for you and your eligible dependents. We also offer a 401(k) with a Company match and paid Company holidays. As the Chief Financial Officer, you will accrue 4 weeks (20 days) of PTO per year.
Please note that your employment with the Company is for no specified period, and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to terminate its employment relationship with you at any time, with or without cause. If the Company terminates your employment without cause, you will be granted severance equal to six months of base salary and accrued target bonus as of termination date, but no less than six months of target bonus, plus the cost of COBRA for six months, grossed up, all to be paid within one month of termination. If you are terminated within 12 months of a Change of Control in which Talis is acquired by another company, you will be
granted severance equal to twelve months of base salary and accrued target bonus as of termination date, plus the cost of COBRA for twelve months, grossed up, all to be paid within one month of termination. If you take employment with Acquirer, all ongoing severance obligations for Talis shareholders terminate.
Your acceptance of this offer and commencement of employment with the Company are contingent upon successfully passing a background check prior to your start date. Please refer to the Disclosure and Authorization Form below, which authorizes the Company to perform this background check. Your continued employment with the Company is also contingent upon your acceptance and execution of all Company policies and agreements, which you will receive during onboarding. This offer will expire at 5:00pm, Central Time, on April 7, 2020.
Prior to your first day of employment, you will be provided with additional information about our company policies, benefit programs, and general employment conditions. To fulfill federal identification requirements, you should bring I-9 documentation on your first day to support your identity and eligibility to work in the United States.
We would be extremely pleased to have you join the Talis team! Should you accept our offer, and we sincerely hope you will, we would like your start date with Talis to be on or around May 4, 2020. If you have any questions, please do not hesitate to call Brian Coe at ###-###-#### or me at ###-###-####.
We look forward to working with you in the future, and hope you will find your employment at Talis a wonderfully rewarding and enjoyable experience.
VP, Human Resources
Talis Biomedical Corporation
Offer Letter Acceptance
I have read and accept this offer of employment:
|/s/ John Roger Moody, Jr.|| |