EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is signed and effective as of April 1, 2020 (the Effective Date), by and between Taysha Gene Therapies, Inc., a Delaware corporation (the Company), and R.A. Session II, an individual (the Executive).
The Company desires to employ the Executive, and the Executive is willing to be employed by the Company, upon the terms and subject to the conditions contained herein.
NOW, THEREFORE, intending to be legally bound, the Company agrees to employ Executive, and Executive hereby agrees to be employed by the Company, upon the following terms and conditions:
1. Position. Until the Executive resigns from the Company or is terminated, the Executive shall serve as the Companys Chief Executive Officer and President. The Executive shall perform those duties generally required of persons in such position as well as such other duties assigned to Executive from time to time by the Companys Board of Directors (the Board) or its designee. The Executive shall be subject to the authority of the Board and shall comply with all Company policies.
2. Scope of Services. During the Executives employment with the Company, the Executive agrees to devote substantially all of Executives business time, attention, skills and efforts to the business of the Company, subject to the terms set forth herein. The Company acknowledges that Executive will continue to serve on the following Boards of Directors: (i) ReCode Therapeutics, Inc.; (ii) Sandhill Therapeutics, Inc.; and (iii) Lung Therapeutics, Inc.
3. Salary, Compensation and Benefits.
3.1 Base Salary. The Company agrees to pay, and the Executive agrees to accept, as the Executives salary for all services to be rendered by the Executive hereunder, an annual base salary of $450,000 (Base Salary), payable at the same time that the Company pays its executives generally, but no less frequently than monthly; provided, that the Base Salary shall be subject to adjustment in the discretion of the Board.
3.2 Performance Bonus. During the period the Executive is employed by the Company, the Executive will be eligible to earn, in the discretion of the Board, an annual performance bonus in an amount equal to fifty percent (50%) of the Executives Base Salary for the applicable year (the Performance Bonus). Whether or not the Executive earns any Performance Bonus will be dependent upon (a) the Executives continuous performance of services to the Company through the end of the period with respect to which performance is being reviewed; and (b) achievement of Company and individual performance goals (the Performance Goals). Any Performance Bonus with respect to a calendar year, if earned, shall be paid between January 1 and March 15 of the immediately following calendar year; and provided further that, except as provided in Section 4.3, in no event shall the Executive be eligible for a Performance Bonus with respect to a calendar year if the Executive separates from service with the Company prior to the date on which such Performance Bonus is paid. The Performance Goals will be set in
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