(iii) with respect to 67,831 shares of Common Stock, 25% of such amount (16,956 shares) shall become vested, if at all, on the one year anniversary of the Company’s issuance of its Series B Preferred Stock in a Third Tranche Closing (as defined in the Company’s Series B Preferred Stock Purchase Agreement), with the remaining 50,875 shares becoming vested in equal monthly installments over 36 months following such one year anniversary.
For clarity, in the event that the Second Tranche Closing does not occur, no shares of Common Stock set forth in subsection (ii) above shall vest, and in the event that the Third Tranche Closing does not occur, no shares of Common Stock set forth in subsection (iii) shall vest.
(c) Bonus Potential. You will be eligible to earn a cash bonus up to 25% of your annual base salary subject to performance milestones and other terms and conditions approved by the Board.
(d) Benefits. You will be eligible to participate in regular health insurance, vacation, and other employee benefit plans established by the Company for its employees from time to time on substantially the same terms as are made available to employees of the Company generally.
4. At-Will Employment. You will be an at will employee of the Company, which means that the employment relationship can be terminated by either you or the Company for any reason or no reason, at any time, with or without prior notice and with or without cause. Any statements or representations to the contrary should be regarded by you as ineffective. Any modification or change in the at-will employment status may only occur by way of a written employment agreement signed by you and an authorized member of the Board.
5. Other Agreements. By signing this offer letter, you represent and warrant to the Company that either (a) you are not bound by any other agreement or agreements (i.e., a non-solicitation or non-compete agreement with a former employer) which would inhibit or limit in any way your ability to perform the duties required by this position or to contact, solicit, or hire any other individual or entity to work for or contract with the Company or (b) you have provided copies of any such agreements to the Company prior to signing this offer letter.
6. Miscellaneous. This offer letter constitutes the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior negotiations, representations, or agreements between you and the Company. The provisions of this agreement may only be modified by a document signed by you and the Company. This offer letter will be governed by the laws of the State of Washington.
7. Expiration. This offer shall expire on April 20, 2020 and is subject to you signing the Company’s standard PIIA, a copy of which is attached for your review as Exhibit A. If the terms of this offer are acceptable to you please sign and return a copy of this letter to Lindsay Blackner and [***].
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