Exhibit 10.15
| | | | |
 | | Harvard Institutes of Medicine 4 Blackfan Circle 8th Floor Boston, MA 02115 | | 857.399.9500 info@tscanrx.com TScanRX.com |
April 8, 2019
Henry Rath
Dear Henry,
We are pleased to offer you the full-time position of Chief Business Officer at TScan Therapeutics, Inc. (“TScan” or “Company”). You will be initially reporting directly to David Southwell, CEO. Your employment is contingent upon, the execution of the attached TScan PIIA (Non-Disclosure, Non-Competition and Assignment of Intellectual Property) and presentation of acceptable documentation for your eligibility to work in the United States (Form I-9). Your anticipated start date will be April 23, 2019.
You will earn a semi-monthly salary of $14,375.00 which when annualized is equivalent to $345,000.00 per year. This is an exempt position and not eligible for overtime compensation. Your compensation is subject to deductions for taxes and other withholdings as required by law. You will be eligible for an incentive performance bonus of 35% based on your earned annual salary. The final bonus amount is determined by Management and the Board of Directors and is dependent upon achievement of specific TScan corporate, team, and individual performance objectives.
You will be eligible to receive stock options, pursuant to the Company’s 2018 Stock Incentive Plan and vesting schedule for 547,263 shares of the Company’s common stock at a strike price equal to the value on your first date of employment. You will vest in 25% of the Option (with vesting commencing on the first date of employment) shares after 12 months of continuous service, and the balance will vest in equal installments over the next 36 months of continuous service, as described in the applicable Stock Option Agreement. Upon Change of Control, all outstanding options will vest immediately.
If you are subject to a Separation as the result of an Involuntary Termination (defined below), you will be entitled to the continuation of payment of your then-applicable Base Salary as severance, for six (6) months immediately following such termination (the “Monthly Severance Payments”), subject to execution of a general release of claims (the “Release”) against the Company. You must execute and return the Release on or before the date specified by the Company in the prescribed form (the “Release Deadline”). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the Release on or before the Release Deadline, or if you revoke the Release, then you will not be entitled to the Monthly Severance Payments. However, if the 50-day period spans two calendar years, then the Monthly Severance Payments will commence or, if applicable, be paid on the first payroll date in the second calendar year following expiration of the applicable revocation period.
