Employment Agreement - Trimeris Inc. and Matthew A. Megaro
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TRIMERIS
February 23, 1995
Mr. Matthew A. Megaro
Dear Matt:
On behalf of everyone at Trimeris, I want you to know how excited we are about
your joining our team. Your experience and "can do" attitude is just what we all
think can propel Trimeris into a tremendously successful company.
Here is the offer we have discussed. You will join Trimeris as Chief Financial
Officer.
Your initial salary would be $130,000 per year, payable monthly. You would be
granted options to purchase 200,000 shares of common stock. The exercise price
of the shares will be Fair Market Value of the Common Stock, which would be
determined by the Board on your starting date. This price is currently $0.05 per
share, and I would expect that it would not change between now and that time.
These options are part of the company's management incentive option plan, and we
would be pleased to work with you to set the best format (ISOs verus
Non-Qualified) for your situation. The options would be subject to normal
vesting schedule of four years with a one year "cliff", which means that during
the first year, none vest. At the end of the first year of employment, you would
become vested in the amount of 25%. From that time forward, vesting would be
1/36 per month over the next three years, based upon performance.
In addition to this grant, you may purchase 50,000 shares immediately upon your
joining the company, at Fair Market Value ($0.05 per share). If for any reason
you choose to leave Trimeris within two years of your employment date, you then
must sell these 50,000 shares back to the company and the company must buy them
back from you at the purchase price within 30 day. If you are terminated for
reasons other than Cause then you may keep the shares if you wish, however, if
you wish to have the company repurchase them, then Trimeris will repurchase the
shares for the purchase price within 30 days of separation. As additional
incentive to join Trimeris, you will be granted a one-time hiring bonus of
$15,000 to be paid during the first month of employment. Also, you will be
eligible for a bonus during 1995 of $ 10,000 which will be based upon the
achievement of agreed upon milestones.
Trimeris, Inc. Two University Place Durham, NC 27707
919/419-6050 919/419-1816 Fax
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Trimeris has agreed to pay for reasonable relocation costs related to your move
from California (includes moving of household goods, transportation of family
members and up to one month living expenses in North Carolina.)
Of course, you would be a full participant in all of the company's health
benefits plans.
Matt, I trust this letter accurately captures what we discussed. If not, please
let me know.
Once again, we think we have the potential of building a substantial company in
Trimeris. The sense of challenge and teamwork (and having fun, too!) in creating
something of lasting value and importance in human medicine is what drives each
of us. We think you have the spirit and the capability to help lead Trimeris to
maximize this potential
We all look forward to your arrival on the 6th of March.
Sincerely,
/s/ Richard A. Franco
Richard A. Franco, Sr.
President & Chief Executive Officer
Accepted by: /s/ Illegible Date: 3/10/95
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cc: Jesse Treu