Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 1.17M
2: EX-2.1 Merger Agreement HTML 647K
3: EX-2.2 Certificate of Merger HTML 24K
4: EX-4.1 Bridge Warrant HTML 99K
5: EX-4.2 Bridge Note HTML 58K
6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 157K
7: EX-4.4 Ppo Investor Warrant HTML 105K
8: EX-4.5 Exchange Warrant HTML 140K
9: EX-4.6 Bridge Exchange Warrant HTML 97K
10: EX-4.7 Form of Lock-Up HTML 22K
11: EX-10.1 Bridge Spa HTML 102K
13: EX-10.10 General Release Agreement HTML 27K
14: EX-10.11 Share Cancellation Agreement HTML 19K
15: EX-10.12 B Michaels Offer Lette HTML 24K
16: EX-10.13 Presnell Offer Letter HTML 25K
17: EX-10.14 2008 Equity Incentive Plan HTML 149K
18: EX-10.15 2012 Equity Incentive Plan HTML 125K
19: EX-10.16 Form of Stock Option Agreement HTML 59K
20: EX-10.17 Indemnification Agreemeent HTML 74K
21: EX-10.18 Baltera Mou HTML 21K
22: EX-10.19 Prestwich Sab Agreement HTML 51K
23: EX-10.20 Mooney Sab Agreement HTML 58K
24: EX-10.21 Vunjak-Novakovic Sab Agreement HTML 51K
25: EX-10.22 Kent Sab Agreement HTML 55K
26: EX-10.23 License Agreement HTML 80K
27: EX-10.24 License Agreement HTML 79K
28: EX-10.25 License Agreement HTML 233K
12: EX-10.9 Split-Off Agreement HTML 112K
29: EX-16.1 Letter Re Change in Certifying Accountant HTML 14K
30: EX-21.1 Subsidiaries of Organovo Holdings, Inc.* HTML 9K
I am pleased to offer you a position at Organovo, Inc. as Executive Vice President of Research and Development, reporting to Keith Murphy, Chief Executive Officer. The compensation and benefits for this position are as follows, subject to the policies of the company.
Salary: A base salary of$248,014 per annum, paid as a biweekly installment of $9,539.00, subject to deductions and income tax withholding as required by law or the policies of the company. Additionally, this position is eligible for an annual bonus calculated as a proportion of annual earnings, targeted at 30% but adjustable up or down based on individual and company performance. The bonus awarded will be based on factors such as the achievement of corporate and individual goals each calendar year. The annual bonus shall not be contingent upon non-dilutive grant monies arranged for the company, but the minimum bonus amount payable on the first anniversary of hire shall be $35,000 per $1,000,000 of non-dilutive grant monies
actually received by the company during the first year of employment, and the minimum bonus amount payable on the second anniversary of hire shall be $35,000 per $1,000,000 of non-dilutive grant monies actually received by the company during the second year of employment.
Equity Package: Subject to the approval of Organovo's Board of Directors and awarded on the date of such approval, a stock option award equivalent to 4% of Organovo, Inc. stock, with a vesting period of 4 years, subject to the terms and conditions of the Organovo, Inc. 2008 Equity Incentive Plan and subsequent to stock splits and dilution of current shares outstanding.
Benefits: Company health, dental, and vision insurance coverage are supplied. Organovo will cover costs required for an individual or group medical plan, or reimburse you for costs associated with an election to continue benefits under your current plan, at the company's discretion. Spousal and dependent coverage is provided. Eligibility for other benefits, including benefits that might be offered in the future will generally take place per company policy. Employee contribution to payment for benefit plans, if any, is determined annually.
Vacation and Personal Time Off: Vacation and personal time is accrued at 4.6 hours per pay period, which is equivalent to fifteen (15) days for a full time employee on an annual basis, and will increase over time per company policy.
Relocation expenses: A maximum allowance of $42,000 for relocation expenses. The allowance will be in the form of$18,000 in up front reimbursable costs and up to $2,000 per month for up to 12 months subsequent to hiring. Employee will cover all expenses beyond this level.
Severance: If your employment is terminated by the Company for reasons other than cause at any time after the ninety (90) days following the date upon which you commence employment, Organovo will provide you with a severance package to assist you through your transition period. Such severance package will be paid as follows: if you execute and deliver to the Companythe Company's form of Release and Non-disparagement Agreement for departing employees within the time-frame contemplated by that document, you will receive three (3) months of salary and benefits plus an additional two (2) weeks of salary and benefits
for each full year of employment, up to a maximum of six (6) months of total salary and benefits paid, to be paid in substantially the same manner and form as the Company provided such salary and benefits to you prior to termination. The severance will continue for the period entitled to you as described above unless you begin other employment during that period, in which case the severance shall be paid through the business day preceding the initiation of employment. Should your employment be terminated by the Company for Cause, or if you resign or your employment is terminated by reason of your death, you will not be entitled to a severance package.
Start Date: The start date for this position will be no later than Monday, May 2.
Your employment offer is contingent upon the completion of a Confidentiality Agreement with the Company. Your employment is at-will and either party can terminate the relationship at any time with or without cause and with or without notice.
You acknowledge that this offer letter represents the entire agreement between you and Organovo, Inc. and that no verbal or written agreements, promises or representations that are not specifically stated in this offer, are or will be binding upon Organovo, Inc. If you are in agreement with the above outline, please sign below. This offer is in effect for three business days.
We at Organovo, Inc. hope that you'll accept this job offer and look forward to welcoming you aboard! Please feel free to call me if you have any questions.
To accept this job offer, sign and date this job offer letter where indicated below.
Return a signed and dated document back by April 7, 2011. A copy of the document should be retained for your records. Please use the following information to send the document:
If you choose to send via mail, please send to the following address:
