Clive Meanwell
November 12, 2024
Page 2 of 5
2. At-Will Employment. Your employment relationship with the Company is “at will,” which means that either you or the Company may terminate your employment at any time for any or no reason, with or without advance notice. No employee or representative of the Company has the authority to modify this at-will employment agreement except for the Board, and any such modification must be in a written agreement signed by both you and a duly authorized member of the Board. This paragraph constitutes an integrated agreement with respect to the at-will nature of your employment relationship, and there may be no implied or oral agreements that in any way modify this at-will employment agreement.
3. Compensation.
a. In consideration for the performance of your duties and responsibilities hereunder, commencing on your Employment Commencement Date, your gross annualized base salary will be $400,000 (“Base Salary”), paid bi-weekly in accordance with the Company’s payroll schedule, as in effect from time to time. In light of your duties and compensation, you will be classified as an exempt employee and will not be eligible for overtime. Your salary is intended to compensate you for all hours worked in any work week.
b. You will also be eligible to earn an annual target bonus, which will be sixty percent (60%) of your base salary, pro-rated from the Employment Commencement Date for 2024. The amount of your bonus, if any, shall be determined by the Company in its sole and absolute discretion based on the results of the Company’s operations and your individual performance. Bonuses are not guaranteed. You must be employed in good standing by the Company and you must not have given notice of your resignation or received notice of your termination as of the date bonuses are paid in order to be eligible for, and to receive, a bonus.
c. The Company will be entitled to withhold from any amounts payable under this Letter any federal, state, local or foreign withholding or other taxes or charges which the Company is required by law to withhold. The Company will be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding arise. Notwithstanding anything to the contrary set forth herein, all provisions of this Letter will be construed and interpreted to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder (collectively, “Section 409A”), or to be exempt from Section 409A to the extent an exemption is applicable. Each payment of compensation under this Letter will be treated as a separate payment. Nothing in this Letter will require the Company or its successors to be liable for, or be required to indemnify you for, any adverse tax effect or liability associated with any payments or benefits or for any deduction or withholding from any payment or benefit.
d. As soon as administratively practicable, you will be granted an option (the “Option”) to purchase 700,000 shares of Company common stock pursuant to the Metsera, Inc. 2023 Stock Incentive Plan (the “Plan”) with an exercise price per share equal to the fair market value of a share of Company common stock on the date of grant, as determined by the Board. The Option will vest and become exercisable as to 1/48th of the initial number of shares subject to the Option on each monthly anniversary of your Start Date, subject to your