Exhibit 10.1
March 12, 2024
Conor Kilroy
[***]
[***]
Re: Offer of Employment
Dear Conor,
Following up on our discussions, the following represents our offer regarding your employment by Aura Biosciences, Inc. (the “Company”) as a full-time, “at will” employee.
Your title and position will be General Counsel and Secretary and will report to the Chief Executive Officer.
You will be eligible to receive an annual bonus targeted at 40% of your Base Salary based on the performance of the Company (the “Bonus”). The amount of the Bonus, if any, will be at the sole discretion of the Company. You must be employed on the date that the Bonus is paid to be eligible to receive the Bonus. Your Bonus will be paid no later than March 15 of the following calendar year.
The capitalized terms used in this Section 11 (unless otherwise defined therein) shall have the following meanings:
“Cause” means that you have: (i) violated your fiduciary duty to the Company or committed any other act involving material dishonesty or fraud with respect to the Company; (ii) been indicted for or pled guilty or nolo contendere to a felony involving violence, conversion, theft or misappropriation of property of another, controlled substances, moral turpitude, or the regulatory good standing of the Company; (iii) engaged in grossly negligent or willful misconduct that the Company determines to be materially injurious to the Company; (iv) willfully violated any Company policy that harmed the Company or breached any material provision of any agreement between you and the Company; or (v) failed or refused to perform your material duties or failed or refused to follow a lawful directive from the CEO or the Board of Directors unrelated to a Disability. Further, before terminating you for Cause the Company will provide you in writing the reason for your termination, and if the Company determines that you can cure, 10 business days to cure. For purposes of clarity, receiving a poor performance review is not Cause for purposes of this Agreement. If you are given a cure period, the Company will only terminate your employment if you failed to cure.
“Disability” means a physical or mental illness, impairment, or condition determined by a physician reasonably selected by you and the Company, and if an agreement on such selection cannot be reached, selected jointly by the two physicians identified by you and the Company, that prevents you from performing the essential functions of your role, with or without a reasonable accommodation, for a period of 90 consecutive dates, or 180 days (which need not be consecutive) in any 12 month period.
“Good Reason” shall mean that you have completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without your consent (each, a “Good Reason Condition”):
The “Good Reason Process” consists of the following steps:
i. you reasonably determine in good faith that a Good Reason Condition has occurred.
ii. you notify the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition.
iii. you cooperate in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition.
iv. notwithstanding such efforts, the Good Reason Condition continues to exist at the end of the Cure Period; and
v. you terminate employment within 60 days after the end of the Cure Period.
If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
“Severance Period” means nine (9) months following the date of termination.
Subject to your timely acceptance of this offer and reference checks, this offer is binding. You have been provided the additional employment documents (Confidential Information, Non-Solicitation and Invention Assignment Agreement attached hereto as Exhibit B) for your review and execution. Your employment is not effective until all the agreements are signed and returned to the Company. We very much hope to work with you to build an exciting company together. Please feel free to call me if you have any questions. This Agreement is binding on the Company’s successors and assigns.
Very truly yours,
AURA BIOSCIENCES, INC.
By: /s/ Elisabet de los Pinos
Elisabet de los Pinos, Ph.D., President and CEO
Hereunto Duly Authorized
AGREED AND ACCEPTED Date Accepted
/s/ Conor Kilroy 3/13/2024
Conor Kilroy