May 9, 2018
VIA EMAIL: firstname.lastname@example.org
Keith Vendola, M.D.,
We are very excited to
offer you the position of Chief Financial Officer at Reozlute, Inc., a Delaware corporation (“Company”). If you accept
this offer, your first day of employment will be May 10, 2018 (“Effective Date”) and you will report directly to me.
Additional terms of your
employment are more fully described below in this letter (“Letter”).
and Term. You will be a full-time, “at-will” employee of the Company and your employment is not for a specified
term, which means that you or the Company is free to terminate the employment relationship at any time, for any reason.
You will be a remote employee and expected to travel as required to fulfill your work duties, including attending meetings at our
headquarters in Louisville, Colorado.
and Benefits. As compensation for your services you will be entitled to the following compensation and benefits:
Salary. From the Effective Date, the Company shall pay you a base salary of Three Hundred and Thirty Thousand Dollars ($330,000)
per annum (the “Base Salary”), payable in accordance with the Company’s payroll practices, but no less than once
per each month.
Compensation. You shall have the opportunity to earn an annual performance bonus of 30% of your Base Salary based upon performance
criteria set by the Company. In order to receive the annual performance bonus, if any, you must continue to be employed by the
Company through the end of the period with respect to which the annual performance bonus has been earned. The annual performance
bonus will be paid to you at such time as bonuses for the applicable period are regularly paid to other employees of the Company;
provided, however, in no event will the annual performance bonus be paid later than February 28 of the following calendar year.
At the next regularly scheduled meeting of the Board of Directors of the Company, I will seek approval to grant to you an option
to purchase One Million (1,000,000) shares of the Company’s Common Stock (“Option”) at the then fair market value
pursuant to the Company’s 2016 Stock Incentive Plan. Such Option shall vest monthly over 48 months, subject to a one year
Time Off. You shall be entitled to three (3) weeks of paid time off (PTO) per annum, to be taken and approved by your supervisor
subject to the reasonable business needs of the Company. Accrued and unused PTO may be carried over to subsequent years, with a
maximum of one week of carryover into any year. In addition, you will have four (4) days of flex time per annum.
Coverage. During the term hereof, the Company shall provide you with medical, dental, vision, life and disability insurance
in accordance with the Company’s policies which will be separately furnished to you. An outline of the current Company plan
is attached to this letter as Addendum A.
Retirement Plan. During the term hereof, you shall be entitled to participate in the Company’s 401k retirement plan.
An outline of the current Company plan is attached to this letter as Addendum A.
Benefits. During the term hereof and subject to any contribution therefor generally required of employees of the Company, you
shall be entitled to participate in other employee benefit plans from time to time in effect for employees of the Company generally,
including without limitation, pension and/or profit-sharing plans.
Expenses. The Company shall pay or reimburse you for all reasonable and necessary business expenses incurred or paid by you
in the performance of your duties and responsibilities. Reimbursable expenses must be substantiated in writing (by valid receipts
or any other reasonable method of invoicing, showing proof of payment for an eligible reimbursement cost) within thirty (30) days
of the date any such expense is incurred. Any such expense will be reimbursed to you via check or electronic funds transfer by
the thirtieth (30th) day following the date of receipt by the Company of your written substantiation.
Information; Assignment of Inventions.
acknowledge that the Company and its Affiliates will continually develop Confidential Information (as defined below), that you
may develop Confidential Information for the Company or its Affiliates, and that you may learn of Confidential Information during
the course of your employment with the Company. You agree that, except as required for the proper performance of your duties for
the Company, you will not, directly or indirectly, use or disclose any Confidential Information. You understand and agree that
this restriction will continue to apply after your employment terminates, regardless of the reason for termination.
(b) You agree that all Confidential Information, including, without limitation all work products, inventions methods, processes, designs,
software, apparatuses, compositions of matter, procedures, improvements, property, data documentation, information or materials
that you, jointly or separately prepared, conceived, discovered, reduced to practice, developed or created during, in connection
with, for the purpose of, related to, or as a result of your employment with the Company, and/or to which you have access as a
result of your employment with the Company (collectively, “Inventions”) is and shall remain the sole and exclusive
property of the Company.
(c) By signing this Letter you unconditionally and irrevocably transfer and assign to the Company all rights, title and interest in
the Inventions (as defined above, including all patent, copyright, trade secret and any other intellectual property rights therein)
and will take any steps and execute any further documentation from time to time reasonably necessary to effect such assignment
free of charge to the Company. You will further execute, upon request, whether during, or after the termination of, your employment
with the Company, any and all applications for patents, assignments and other papers, which the Company may deem necessary or
appropriate for securing such Inventions for the Company.
(d) Except as required for the proper performance of your duties, you will not copy any and all papers, documents, drawings, systems,
data bases, memoranda, notes, plans, records, reports files, data (including original data), disks, electronic media etc. containing
Confidential Information (“Documents”) or remove any Documents, or copies, from Company premises. You will return
to the Company immediately after your employment terminates, and at such other times as may be specified by the Company, all Documents
and copies and all other property of the Company and its Affiliates then in his possession or control.
Agreements. You hereby represent and warrant that the execution of this Letter and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which you are a party or are bound to and that you are not subject
to any covenants against competition or similar covenants that would affect the performance of your obligations hereunder. You
will not disclose to or use any confidential or proprietary information of a third party without such party’s consent.
Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section
6 and as provided elsewhere herein. For purposes of this Letter, the following definitions apply:
means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where
control may be by either management authority or equity interest.
Information” means any and all information, inventions, discoveries, ideas, writings, communications, research, engineering
methods, developments in chemistry, manufacturing information, practices, processes, systems, technical and scientific information,
formulae, designs, concepts, products, intellectual property, trade secrets, projects, improvements and developments that relate
to the business of the Company or any Affiliate and are not generally known by others, including but not limited to (i) products
and services, technical data, methods and processes, (ii) marketing activities and strategic plans, (iii) financial information,
costs and sources of supply, (iv) the identity and special needs of customers and prospective customers and vendors and prospective
vendors, and (v) the people and organizations
whom the Company or any Affiliate has or plans to have business relationships and those relationships. Confidential Information
also includes such information that the Company or any Affiliate may receive or has received belonging to customers or others
who do business with the Company or any Affiliate and any publication or literary creation of yours, developed in whole or in
part while you are employed by the Company, in whatever form published the content of which, in whole or in part, relates to the
business of the Company or any Affiliate. Confidential Information shall not include any information or materials that you can
prove by written evidence (i) is or becomes publicly known through lawful means and without breach of this Letter by you; (ii)
was rightfully in your possession or part of your general knowledge prior to the Effective Date; or (iii) is disclosed to you
without confidential or proprietary restrictions by a third party who rightfully possesses the information or materials without
confidential or proprietary restrictions.
means an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization.
All payments made under this Letter shall be reduced by any tax or other amounts required to be withheld under applicable law.
If any portion or provision of this Letter shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction,
then the remainder of this Letter, or the application of such portion or provision in circumstances other than those as to which
it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Letter shall
be valid and enforceable to the fullest extent permitted by law.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either
party to require the performance of any term or obligation of this Letter, or the waiver by either party of any breach of this
Letter, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
Any and all notices, requests, demands and other communications provided for by this Letter shall be in writing and shall be effective
when delivered in person or by overnight courier or delivery service, or 3 business days after being deposited in the United States
mail, postage prepaid, registered or certified, and addressed to you at your last known address on the books of the Company or,
in the case of the Company, at the Company’s principal place of business, to the attention of the Chief Executive Officer,
or to such other address as either party may specify by notice to the other actually received.
Letter. This Letter constitutes the entire Letter between the parties and supersedes all prior communications, agreements and
understandings, written or oral, with respect to the terms and conditions of your employment.
This Letter may be amended or modified only by a written instrument signed by you and an expressly authorized representative of
The headings and captions in this Letter are for convenience only and in no way define or describe the scope or content of any
provision of this Letter.
This Letter may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute
one and the same instrument.
Law. This Letter shall be construed and enforced under and be governed in all respects by the laws of the State of Colorado,
without regard to the conflict of laws principles thereof.
Keith, we look forward to you joining our
/s/ Nevan Elam
Nevan C. Elam
Chief Executive Officer
Agreed and accepted:
/s/ Keith Vendola
Date: ___May 9, 2018_____________