Employment Agreement between Virobay, Inc. and Anantha Sudhakar (Vice President of CMC)

Summary

This agreement outlines the terms of employment for Anantha Sudhakar as Vice President of CMC at Virobay, Inc. Sudhakar will receive a monthly salary of $20,000, be eligible for an annual bonus of up to 20% of salary, and may be granted stock options. The agreement specifies job responsibilities, reporting structure, and standard company benefits. Employment is at-will, meaning either party can terminate at any time. The agreement also requires compliance with company policies and confidentiality obligations. Employment is contingent on proof of the right to work in the U.S.

EX-10.10 14 d748272dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10

 

     

Anantha Sudhakar

[Home address]

Robert Booth

Virobay, Inc.

1490 O’Brien Drive

Menlo Park, CA 94025

USA

May 18th, 2012    

 

Re: Employment with Virobay, Inc.

Dear Sudhakar,

Virobay, Inc. (“Company” or the “Company”) is pleased to offer you the position of Vice President of CMC, on the following terms:

You will be responsible for directing CMC activities within Virobay. You will report to me in this role. You will work at our facility 1490 O’Brien Drive, Menlo Park, CA 94025, however, the Company may change your position, reporting relationship, duties, and work location from time to time as it deems necessary.

Your compensation will be $20,000 per month, less payroll deductions and all required withholdings. An annual performance bonus of up to 20% of your annual salary may be paid at the end of the year and will be decided by the compensation committee of the Board of Directors. You will be paid semi-monthly and you will be eligible for the standard Company benefits. Virobay, Inc. may modify compensation and benefits from time to time as it deems necessary.

It will be recommended to the Company’s Board of Directors that you be granted an option to purchase up to 341,000 shares of the Company’s Common Stock at the fair market value on the date of the grant (the “Option”). Twenty-Five percent (25%) shall vest on the one year anniversary of your first day of employment with the Company and the remaining, portion of the Option shall vest in equal monthly installments over the three years thereafter. The provisions of any stock option grant shall be subject to the provisions of the Company’s standard form of Stock Option Agreement and Option Grant.

As a Company employee, you will be expected to abide by Company rules and regulations, acknowledge in writing that you have read the Company’s Employee Handbook, and sign and comply with the Proprietary Information and Inventions Agreement which prohibits unauthorized use or disclosure of Company proprietary information.

In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use


only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. During our discussions about your proposed job duties, you assured us that you would be able to perform those duties within the guidelines just described.

You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.

You may terminate your employment with Company at any time and for any reason whatsoever simply by notifying Company. Likewise, Company may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. As required by law, this offer is subject to satisfactory proof of your right to work in the United States.

This letter, together with your Proprietary Information and Inventions Agreement and stock option agreement, forms the complete and exclusive statement of your employment agreement with Virobay, Inc. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. This letter agreement cannot be changed except in a writing signed by you and a duly authorized officer of the Company.

Please sign and date this letter, and return it to me by May 23rd, 2012, if you wish to accept employment at Company under the terms described above. If you accept our offer, we would like you to, start on June 6th, 2012 or soon thereafter.

We look forward to your favorable reply and to a productive and enjoyable work relationship.

 

Sincerely,

/s/ Robert Booth

Robert Booth, PhD
CEO
Virobay, Inc.

 

Accepted:    

/s/ Anantha Sudhakar

   

May 23, 2012

Anantha Sudhakar     Date