September 3, 2019
Herbert Skip Virgin IV, MD, PhD
This letter agreement (the Agreement) sets forth the terms and conditions of your continued employment with Vir Biotechnology, Inc. (VirBio or the Company). This Agreement supersedes and replaces all prior written employment agreements, offer letters, or oral promises regarding the subject matter herein, including, but not limited to, your initial October 14, 2017 offer letter agreement with the Company.
1. Position; Location: You will continue to serve as the Companys Executive Vice President, Research and Chief Scientific Officer and will be responsible for all duties associated with that role, along with any other duties that are assigned to you from time to time by the Companys Board of Directors or the Compensation Committee thereof, as determinations or responsibilities may be delegated from the Board of Directors to the Compensation Committee (collectively, the Board) and any subsidiary companies as applicable. This position is full-time. As an exempt salaried employee, you are expected to work the Companys normal business hours as well as additional hours as required by the nature of your work assignments, and you will not be eligible for overtime compensation. You will continue to work out of VirBios offices located at 499 Illinois Street, Suite 500, San Francisco, CA 94158. Of course, the Company may change your position, duties, and work location from time to time in its discretion.
2. Reporting Relationship: You will continue to report directly to the Chief Executive Officer.
3. CIIAA; Company Policies: You are required to continue to abide by your obligations under the Companys standard confidential information and inventions assignment agreement (the CIIAA), a signed copy of which is attached to this letter as Exhibit A. In addition, you must continue to comply with Companys personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Companys sole discretion.
4. Base Salary: You will continue to receive an annualized base salary of $621,000. Salary is subject to deductions for taxes and other withholdings as required by law and is payable in accordance with VirBios payroll cycle.
5. Annual Bonus: You will continue to be eligible for an annual (calendar year) discretionary bonus, with a target amount equal to 40% of your annual base salary, contingent upon achievement, in the Companys sole discretion, of individual and Company performance objectives established by the Company, as well as any other criteria the Company deems relevant. Annual bonus payments are also contingent upon, and calculated with reference to, the availability of sufficient funds as determined by the Board. In addition, you acknowledge and agree that any annual bonus payment shall be calculated in a manner that takes into consideration amounts you receive in royalty payments relating to licensing fees paid by the Company to the Washington University in St. Louis (WUSL), and you agree to provide the Company, upon request, with documentation of all such royalty payments you may receive from WUSL. To receive