May 9, 2022 Exhibit 10.3
Karen Smith
Via Electronic Delivery
Re: Offer of Employment with Cortexyme
Dear Karen:
As you are aware, Novosteo Inc. (the “Company”), is pleased to offer you continued employment with the Company on the terms described below (the “Agreement”). As you are aware, Cortexyme, Inc. (“Cortexyme”) is acquiring the Company (the “Transaction”), pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Cortexyme, the Company, and certain other parties. The effective date of this Agreement (the “Effective Date”) will be the date of the Closing (as defined in the Merger Agreement). If the Closing does not occur, this Agreement will have no effect, will not be binding on Novosteo, Cortexyme or any of their affiliates or on you, and neither you nor Novosteo, nor Cortexyme, nor any of their affiliates shall have any rights or obligations hereunder.
Information regarding the Transaction is not publicly available and should be treated as strictly confidential, and we stress the importance of you holding this information in the strictest confidence.
The Option shall be subject to a vesting schedule whereby one-quarter (1/4) of the shares subject to the Option shall vest one year after grant, with the remaining shares vesting in equal monthly installments over the following three years thereafter, in each case, subject to your continuous
service with the Company. With respect to your existing options (“Existing Options”), Cortexyme will amend such
Existing Options to provide for vesting over four (4) years in 48 equal monthly installments, retroactive to their original dates of grant and all other terms shall continue to apply thereto (e.g., with respect to the double trigger accelerated vesting in the Existing Options, the change of control trigger will be treated as having occurred). Cortexyme understands that you would not accept this offer of employment but for the granting of this inducement Option award. The Option shall be granted pursuant to and be governed in all respects by the terms and conditions of Cortexyme’s 2022 Inducement Plan, approved by the Board pursuant to the “inducement grant exception” provided under Nasdaq Market Place Rule 5635(c)(4) and Nasdaq IM-5635-1, and the standard form of option agreement thereunder.
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comparable to your own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by you in the course of your work for the Company or Novosteo.
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state court of competent jurisdiction. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.
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If you wish to accept this offer of at-will employment, please sign and date both the enclosed duplicate original of this Agreement and the enclosed Confidentiality Agreement, and return them to me. We look forward to your joining a part of our team.
[Signature Page Follows]
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Very truly yours,
CORTEXYME, INC.
By:
Name: Christopher Lowe
Title: Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, Director
[SIGNATURE PAGE TO K. SMITH OFFER LETTER]
ACCEPTED AND AGREED:
Karen Smith
Date: May 9, 2022
ATTACHMENT A
SEVERANCE AGREEMENT
ATTACHMENT B
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT