Exhibit 6.4
September 7,2017
Dr. Richard Hendrick
2036 Graybar Lane
Nashville,Tennessee 37215
Re:EmploymentbyVirtuosoSurgical,Inc.
Dear Rich:
It is my pleasure to formallyoffer you employmentwith Virtuoso Surgical,Inc.(the“Company”),effective September 1,2017. This letterservesas a memorandum regarding the termsandconditions ofyour employment.Your job titlewillbeChiefOperating Officer.Yourjob dutiesshallincludeoverallmanagement responsibilityforthe operations and business of the Company.
Terms
This is a full-time,salariedposition. You areexpectedto devoteyourfullworkingefforts to work on behalf of theCompany.In theevent that youperform materialworkforanother organizationor person,your salary willbereducedonapro-rata basis.Your salary shallbe$6,250per month,payable(lesstaxwithholdings)in twoequalinstallments,semi-monthly,onthefirst businessdayafter the15th ofeachmonth, and the last business dayof eachmonth.Expensereimbursements are payableonthe last business dayof eachmonth.
You areentitled to one dayofpaid time off (whetherforvacation, personal days,or sickness)foreachmonth ofservice,which you canaccumulate throughouteachcalendaryear. Attheend of eachcalendaryear,any accumulateddays of paid timeoffthatarenot usedshalllapse, and they are notreimbursableincash or any otherconsideration.Any additionaldays takenoff,exceptforsickness,may result inapro-rata reduction in pay. Additionaldaystakenoffforsickness shallbeaccounted forunder the Family and Medical LeaveActof 1993.
You arenotexpectedtowork onfederal holidaysor weekends.In theeventthatyou do workon a federal holiday or partof a weekend,youmayaccrueup tosix additionaldaysofcomp paid time off in anygivencalendaryear.As withregularpaid time off,anyaccumulateddaysofcomp paid timeoffthat are not usedarelost at theendof each calendaryear,andtheyarenot reimbursable incashoranyotherconsideration.
In light of the Company’s funding by the NIH, you will be required to keep a log of your work hours and effort. You will remain a salaried employee, even though you are keeping track of your time for report to the NIH.
Your employment is “at will,” meaning that you can cease working for the company at any time that you choose, and the Company may terminate your employment at any time.
Intellectual Property
During the course of your employment by the Company, it is anticipated that you will create original works of authorship or invention that may constitute protectable intellectual property. Any works of authorship or invention, or any other protectable form of intellectual property, that you develop as part of your work for the Company shall be and remain the property of the Company to the fullest extent permissible by law.
Non-Disclosure of Confidential Information
During the course of your employment, it is anticipated that you will personally learn, and have personal access to, proprietary & confidential information related to the Company. It is anticipated that much of the information that you will have access to as part of your work for the Company includes confidential trade secrets. You agree to keep all confidential information learned or obtained through your work on behalf of the Company confidential, except as reasonably necessary for the fulfillment of your duties on behalf of the Company. Upon the cessation of your employment with the Company, you agree to return all Company-related information maintained in a tangible medium of expression, which was obtained or developed through your work on behalf of the Company, to the Company.
Non-Competition Agreement
In light of the confidential information that you will have access to as part of your work for the Company, you agree that you will not compete with the Company’s core business or businesses (including specifically, without limitation, the development and sale of endoscopic surgical tools) in any capacity for a duration of one year after the cessation of your employment with the Company. Due to the global nature of surgical-device sales, the geographic area for this non-competition agreement shall be worldwide; to the extent that a court of competent jurisdiction determines that a one-year, world-wide limitation is not enforceable, you and the Company agree that the largest enforceable geographical or temporal limitation shall be enforced to the greatest extent permissible by law.
Medical Subsidy Payments
The Company will not provide health insurance plans for its employees. Should you be eligible to join a health insurance plan (of a spouse, parent, etc.), the company will provide a $150 monthly subsidy payment, payable to you for deposit into a Health Savings Account on the last business day of each calendar month during the period of your employment. In the event that you are not eligible to join a health insurance plan through other means, the Company will increase its monthly subsidy payment to $250 per person, for up to a four person family plan (with a maximum payment of $1000/month) that you may select at your discretion. You must notify the Company in writing to request a change in medical subsidy payment.
¨ | I will join an eligible health insurance plan (of a spouse, parent, etc.) and will receive the $150/month medical subsidy payment. | |
¨ | I am not eligible to join another health insurance plan and will pursue my own health insurance with family members on the plan. I would like to receive the $250 monthly subsidy per person on the plan and understand that the maximum monthly payment is $1000 per month. | |
¨ | I do not wish to receive a medical subsidy payment. |
Retirement Plan
The Company will pay 4% of your annual salary (prorated for partial years of employment) expressly for retirement saving. This is not a match program, and it must be used for retirement savings through a traditional IRA. The company will not manage or select the retirement plan for you, and the payment will be made to you in one lump sum at the end of each calendar year.
If you have any questions or concerns regarding these terms, please let me know. I look forward to working with you.
VIRTUOSO SURGICAL, INC. | ||
By: | /s/ Robert J. Webster III | |
Robert J. Webster III | ||
President |
Agreed to and Accepted By: | |
/s/ Richard Hendrick | |
Dr. Richard Hendrick |