Exhibit 10.12
January 19, 2020
Troy Seelye
Dear Mr. Troy Seelye,
Progenity, Inc. (the “Company”) is pleased to confirm the following employment offer as Chief Information Officer at the Senior Vice President level starting March 30, 2020 (the “Employment Start Date”). This offer is subject to the terms and conditions set forth in this offer letter.
Employment
You agree to serve as Chief Information Officer and shall have the duties and responsibilities commensurate with such position reporting directly to Harry Stylli, Chief Executive Officer. The annual base salary for this position is $400,000 on a full-time basis. Progenity will provide you with a $25,000 sign-on bonus to be paid on the pay date following 3 months of employment. Should you voluntary resign within 12 months of your sign-on bonus payment, you will be required to repay the sign on bonus on a pro-rata basis.
Benefits
Beginning the first of the month following your start date, the Company will provide you with the usual health insurance benefits it generally provides to other employees. Except for any waiting period that may be applicable, you will have immediate right to participate in and receive benefit from life, accident, disability, medical, bonus, and similar benefits made available generally to employees of the Company as such plans and benefits may be adopted by the Company. These plans may vary, from time to time, be amended, or terminated.
PTO
Your PTO time shall be in accord with th Company’s PTO policy that allows all full-time employees to accrue three weeks’ PTO per benefit year.
Bonus
You are eligible for the annual bonus program, with a target bonus of 40% of your annual salary. Bonuses are calculated annually when the calendar year ends and are awarded in the first quarter of the following year. These bonuses are prorated based on your start date. You would be eligible for your first bonus during the first quarter of 2021. The bonus incentive is based on several items including company performance, individual goals, and a subjective portion. The bonus program is operated at the sole discretion of the Company and is subject to review, modification, or revocation at any time.
Equity Awards
You will be granted a restricted stock unit (“RSU”) award covering 137,500 restricted stock units and also a stock option (“Stock Option”) award to purchase up to 275,000 shares of common stock. Additional grants are given based on performance. Such RSU and Stock Option awards are subject to the terms and conditions of the Company’s 2018 Equity Incentive Plan and related RSU and Stock Option agreements and notice forms, and except as otherwise specified or provided, twenty-five percent of each award will vest one year from the 15th day of the calendar month following the month of your employment start date and the balance will vest in 36 consecutive equal monthly installments on the 15th day of each month thereafter.
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| | | 5230 S. State Road, Ann Arbor, MI 48108 USA Tel +1 855-293-2639 • Fax +1 248-848-1623 • progenity.com | | | | |
