Exhibit 6.4
July 1, 2023
Dr. Richard Hendrick
117 Seminole Dr.
Franklin, TN 37069
Re: Continued Employment by Virtuoso Surgical, Inc.
Dear Rich:
On behalf of the Board of Directors, it is my pleasure to offer you continued employment with Virtuoso Surgical, Inc. (the "Company"), effective July 1, 2023, as Chief Operating Officer. You will also remain Chairman of the Company’s Board of Directors. This letter serves as a memorandum regarding the terms and conditions of your employment.
Terms and Scope of Employment
Your salary shall be $13,083.00 per month, payable (less tax withholdings) semi-monthly. This is a full-time salaried position.
You are entitled to two days of paid time off (whether for vacation, personal days, or sickness) for each month of service, which you can accumulate throughout each calendar year. At the end of each calendar year, any accumulated days of paid time off that are not used shall lapse, and they are not reimbursable in cash or any other consideration. Any additional days taken off, except for sickness, may result in a pro-rata reduction in pay. Additional days taken off for sickness shall be accounted for under the Family and Medical Leave Act of 1993.
You are not expected to work on federal holidays or weekends. In the event that you do work on a federal holiday or part of a weekend, you may accrue up to six additional days of comp paid time off in any given calendar year. As with regular paid time off, any accumulated days of comp paid time off that are not used are lost at the end of each calendar year, and they are not reimbursable in cash or any other consideration.
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 of developing and selling robotic rigid-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 Insurance
You are entitled to participation in the Company’s group health insurance plan, with coverage of your dependents as well.
Retirement Plan
The Company will pay 4% of your annual pay as an employee expressly for retirement savings, through the Company’s Simplified Employee Pension, at the end of each calendar year, assuming that you are employed as of December 31 of each year. This is not a match program, and it must be used for retirement saving through an appropriate IRA. The Company will not manage or select the retirement plan or investments for you, and the payment will be made to the agent designated by 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. The Board is excited about the opportunity to continue our work with you in this capacity.
| | VIRTUOSO SURGICAL, INC. |
| | | |
| | | |
| | By: | _/s/ C. Mark Pickrell___________ |
| | | C. Mark Pickrell |
| | Its: | Chief Administrative Officer |
Agreed to and Accepted By:
_/s/ Richard Hendrick______________
Dr. Richard Hendrick
