| • | | Equity Participation: Subject to approval by Tourmaline’s Board of Directors (“Board”), Tourmaline will grant you an option to purchase that number of shares of Tourmaline common stock representing 0.30% of Tourmaline’s fully diluted shares outstanding as of your employment commencement date (the “Option”). One fourth of the Option will vest on the first anniversary of the date you start employment at Tourmaline, and 1/48th of the Option will vest each month over the following 36 months thereafter, so long as you remain employed by Tourmaline through each such vesting date. The Option exercise price will equal the fair market value on the date of grant, as determined by the Board. We expect that your options will be granted soon following the date you start employment at Tourmaline. The Option will be subject to Tourmaline’s Equity Incentive Plan, and additional terms and conditions applicable to the Option will be set forth in a related option grant agreement to be entered into between you and Tourmaline. |
| • | | Policies: As a Tourmaline employee, you will be expected to abide by company policies, rules and regulations. Also, you must sign and comply with the Tourmaline Employee Proprietary Information and Inventions Agreement, which requires, among other things, assignment of patent rights to any invention made during your employment at Tourmaline and non-disclosure of proprietary information. |
| • | | AT-WILL Employment: Your employment relationship with Tourmaline is at-will. You may terminate your employment with Tourmaline at any time and for any reason whatsoever simply by notifying Tourmaline. Likewise, Tourmaline may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. |
This letter, together with your Employee Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with Tourmaline. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. This letter agreement cannot be changed except in a writing signed by you and a duly authorized officer of Tourmaline, provided that Tourmaline may modify your position, duties, work location, compensation and benefits from time to time as it deems necessary.
As required by law, this offer is subject to satisfactory proof of your right to work in the United States.
Please sign and date this letter, and return it to Tourmaline by June 8, 2023, if you wish to accept employment at Tourmaline under the terms described above. If you accept our offer, we would like you to start on or about July 5, 2023.
We look forward with enthusiasm to your favorable reply and to a productive and enjoyable working relationship.
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Sincerely, |
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/s/ Sandeep Kulkarni |
Name: Sandeep Kulkarni |
Title: Chief Executive Officer |
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Accepted: | | | | | | |
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/s/ Ryan Robinson | | | | | | June 7, 2023 |
Ryan Robinson | | | | | | Date |
Attachment(s): Employee Proprietary Information and Inventions Agreement