Exhibit 10.77
October 5, 2017
Eduardo Alvarez
Dear Eduardo:
Onbehalfof Amyris,Inc.("Amyris"orthe"Company"),Iamdelightedto offerto youemploymentwithAmyris.Ifyou acceptthisoffer and satisfytheconditions of acceptancesetforthherein,your employment with Amyris will commence on October16,2017, or onadifferent datemutually agreed to by both parties, under the following terms:
Position
You will beemployedfull-time byAmyris as Chief OperatingOfficer(COO) reportingto John Melo,CEO.
Salary
Yourbasesalary willbe$400,000peryear ($33,333per month)payableinaccordance with Amyris'regular payrollschedule whichiscurrently semi-monthly. Your salary will be subjecttoadjustment fromtime to time pursuanttotheCompany's employee compensation policiesthen ineffect.
Bonus
Youwill be eligible foradiscretionary performance-based bonus,with yourinitialaggregate annualbonus target being 100%ofbasesalary. Suchbonusshallbeearned andpaidoutinaccordancewith the applicableexecutivebonus plan adopted by theCompanyforeach year.
Benefits
Youwill beeligibleto participate in theemployee benefitsand benefit plans thatare availableto full-timeemployees ofAmyris.Currently, theseinclude (i) 12 paid holidays,(ii)threeweeksof paidvacation (pro-rated byhiringdate), (iii)up tosixdaysofpaidsickleaveper year (pro-ratedbyhiringdate),(iv)medicalinsurance, (v) dentalinsurance,(vi) vision insurance, (vii) supplementalhealthandflexiblespending accounts, (viii) groupterm life insurance,(ix) accidentaldeath&disability insurance,(x)long-termdisabilityinsurance,and (xi) 401 Kplan.You will alsobeeligible to receivepaidaccesstoadjacent gymfacilities. The termsof your benefits willbegovernedby theapplicable plandocumentsand Amyris' company policies. Enclosedis anEmployee BenefitsOverview.
Housing
Amyris will provide housing in thebayarea,CA andwill reimburseupto $5,100 per month for this housing.
EquityIncentiyePlan Awards
Amyriswillrecommend to itsBoard ofDirectorsor therelevantcommitteeofthe Boardof Directorsthat youbegranted (i) an optionto purchase30,000 shares of common stock of Amyris; and(ii)an award of70,000 restrictedstockunits("RSUs").Theoptionwould havean exercisepriceper share equalto thefairmarket value ofa share ofAmyriscommon stockon the date ofgrant(generally theclosingpriceofAmyris commonstock onNASDAQ asof the dateof grant) and vest as follows:(i)25% oftheshares subjectto theoptionuponcompletion of your twelfthmonth ofemployment, and(ii)thebalance of thesharessubjectto theoptionina series of12equalmonthlyinstalments upon completionof eachadditionalmonthof employment with Amyristhereafter.The 70,000 share RSU awardwouldvestinequal annualinstalments overtwo yearsfrom the vesting commencement datefor such award(“2017RSUVCD"),asdetermined by the Board of Directorsorthe relevantcommittee ofthe Board of Directorsatthe timeof grant, subject, except asprovided below,toyour continued employmentwith Amyris througheach vestingdate.
Amyris will also recommend,subject to the priorapprovalby itsBoard ofDirectorsanditsstockholders, andimplementation,of an amendment toits2010 EquityIncentive Plan("2010EIP")to increase the maximum number ofsharesthatanyemployee may receive in anycalendar yearunder the2010EIPpursuant to thegrant of awardsto at least250,000 shares, toits Board of Directorsorthe relevantcommittee of theBoardof Directorsthatyoubegranted, onor beforethe earlier of (i)July 1,2018and (ii) Amyris enteringintoa definitive agreementrelatingto aproposedChange of Control(as defined in the Severance Plan(asdefined below))of Amyris(suchearlierdate, the"Award Deadline"),an award of 250,000RSUs("2018 Award').The2018Awardwould fully vestonthesecondanniversaryofthe2017RSU VCD,subject, exceptas provided below, toyourcontinuedemploymentwith Amyris throughsuchdate.
Theawards described abovewill besubjectto the then-current termsand conditions ofthe2010 EIPand relatedaward agreements, andto any limitsonthe numberofshares underlyingaward(s) grantedundersuch planand agreements.In theevent the numberof shares authorizedunder the2010EIPis insufficient toenable the Companyto make the full 2018 Awardon orbefore the Award Deadline, thenonthe Award Deadline or as promptlyaspracticable thereafter, theCompanywill recommend to its Board of Directors or the relevantcommitteeoftheBoard of Directors that yoube granted a cash-basedincentiveaward (the"Cash-Based Award")designedto provideyouwithacash payment upon thesecond anniversaryof the2017 RSU VCD("Dateof Determination")equalto thevalue youwould havebeen entitledtoreceiveif the full2018 Awardhad been made, less the valueof anyportion of the2018Awardactually grantedtoyou on orpriortotheAwardDeadline, ineachcase measuredas of theDateofDetermination, whichCash-BasedAward willveston the Date of Determination,subject,except as provided below, to your continuedemployment with Amyristhroughsuchdate. TheCash-BasedAwardwill bein fullsatisfactionof Amyris'obligationstograntthe2018Award.
Amyris' Company Policies; Indemnification Agreement
Asan employee of Amyris, youwillbe subjectto,and expectedtocomply withits policies and procedures, personnel and otherwise,as suchpoliciesaredevelopedand communicatedto you. Amyris willenterinto itsstandarddirector andofficerindemnificationagreementwith you,a copy ofwhichaccompaniesthisoffer.
"At-Will" Employment
Employment with Amyris is"at-will".This means that it is not for anyspecifiedperiod of time andcanbe terminated byyou orby Amyrisat anytime, withorwithoutadvancenotice,and foranyor no particularreason or cause.·Italsomeans thatyourjob duties,title and responsibility and reporting level,compensation andbenefits,as well as Amyris'personnel policiesandprocedures, may bechanged at anytime in thesolediscretionof Amyris. However, the "at-will"nature ofyour employment shallremain unchanged duringyourtenure asan employee ofAmyrisandmay not be changed,exceptin anexpress writing signedbyyouand byan authorizedAmyrisexecutiveofficersigning onbehalf of Amyris.
Terminationand Change in Control Benefits
As an executiveof Amyris, uponcommencement of employment, you willbeeligibleto participate in theCompany's ExecutiveSeverance Plan (the"Severance Plan"),a copy ofwhich is attached heretoasExhibit A.Inorderto participate in the Severance Plan, you will be required to execute the"ParticipationAgreement" in the form attachedtothe Severance Plan and tocomplywith the other terms of the Severance Plan;provided, that your Participation Agreement will providethat,in theeventthat prior to full vestingofthe equityawards set forth aboveinthe EquityIncentive Plan Awards paragraph (each,an"Award”),your employment terminatesincircumstances entitling youtoseverancebenefits under the Severance Plan (whether before or after aChange of Control (asdefined in the Severance Plan)) (a"Qualifying Termination"),then uponsuch QualifyingTermination the vestingand exercisability of each Award shallbeautomatically accelerated100% and the forfeiture provisions and/orAmyrisright of repurchase of each Awardshallautomatically lapseaccordingly,with the amountoftheCash-BasedAward, if any, to be determined asof thedateofthe Qualifying Termination inaccordancewith the third paragraph under"EquityIncentive Plan Awards"above(with the DateofDetermination deemed to be the dateof suchQualifying Termination forsuchpurpose)andpaid promptly (and inany eventwithinsixty (60)days) thereafter.
Full-Time Service to Amyris
Amyris requires that, as a full-timeemployee,you devoteyourfull business time, attention, skillsandefforts tothetasksanddutiesof your position as assignedbyAmyris.Ifyou wishtorequestconsent to provideservices(foranyor no formof compensation)toany otherpersonorbusiness entity whileemployedby Amyris, you must firstreceivepermission froman officer ofAmyris.
Conditions of Offer
Inordertoacceptthis offer,andforyour acceptanceto beeffective, youmustsatisfythe followingconditions:
• | Approvalofthe terms of thisofferby Amyris'LeadershipDevelopmentand CompensationCommittee (LDCC). |
• | You must provide satisfactory documentary proof of your identity and right to work in the United States of Americaon yourfirst day ofemployment. |
• | You must agree inwritingto the termsofthe enclosedProprietaryInformationandInventionsAgreement("PIIA") withoutmodification. |
• | Youmustconsentto, andAmyrismust obtainsatisfactoryresultsfrom,reference and background checks. Untilyouhave beeninformedin writing by Amyris thatsuchchecks have been completedandthe results satisfactory,youmaywishto deferrelianceon thisoffer. |
• | You must agree in writing to the terms of the enclosed Mutual Agreement to Binding Arbitration ("Arbitration Agreement") without modification. |
• | All amounts hereunder are subject to income tax withholding as required by law. |
By signing and accepting this offer, you represent and warrant that: (i) you are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise which may be an impediment to your employment with, or your providing services to, Amyris as its employee; and (ii) you have not and shall not bring onto Amyris' premises, or use in the course of your employment with Amyris, any confidential or proprietary information of another person, company or business enterprise to whom you previously provided services.
Entire Agreement
Provided that the conditions of this offer and your acceptance are satisfied, this letter together with the enclosed PIIA and Arbitration Agreement (collectively, the "Offer Documents") shall constitute the full and complete agreement between you and Amyris regarding the terms and conditions of your employment. The Offer Documents cancel, supersede and replace any and all prior negotiations, representations or agreements, written and oral, between you and Amyris or any representative or agent of Amyris regarding any aspect of your employment, which for the avoidance of doubt shall include the Offer Letter dated as of September 25, 2017, which shall be deemed void ab initio. Any change to the terms of your employment with Amyris, as set forth in this letter, must be in an individualized writing to you, signed by Amyris to be effective.
Please confirm your acceptance of this offer, by signing and returning the enclosed copy of this letter as well as the PIIA and Arbitration Agreement to Christing Ofori, CHRO by October 6, 2017. If not accepted by you as of that date, this offer will expire. We look forward to having you join Amyris. If you have any questions, please do not hesitate to contact me at (510) 597-5569.
Sincerely, | |
/s/ Christine Ofori | |
Christine Ofori | |
Chief Human Resources Officer |
I HAVE READ AND ACCEPT THIS AMENDMENT:
/s/ Eduardo Alvarez | October 4, 2017 | ||
Eduardo Alvarez | Date |
Enclosures:
Proprietary Informationand Inventions Agreement
MutualAgreementtoArbitrate
Employee Benefits Overview
Exhibit A(Executive Severance Plan)