Common use of Employment Position and Duties Clause in Contracts

Employment Position and Duties. You will be employed in the executive position of President, and you shall perform the duties of such position as are customary, as specified in the Bylaws of the Company, and as may be required by me or the Company’s Board of Directors (the “Board”). You will report to me and you will be based in the Company’s corporate headquarters. During your employment with the Company, you will devote your full-time best efforts and business time and attention to the business of the Company. Your employment relationship with the Company shall also be governed by the general employment policies and practices of the Company (except that if the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement will control), and you will be required to abide by the general employment policies and practices of the Company. The Company reserves the right to change your position, duties, reporting relationship, work location, and the Company’s general employment policies and procedures, from time to time in its discretion. Base Salary, Signing Bonus, and Employee Benefits Your base salary will be paid at the initial rate of $25,000.00 per month (an annual rate of $300,000.00), less payroll deductions and withholdings. You will be paid your base salary on a semi-monthly basis, on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and positions. You will not be eligible for overtime premiums. You will be paid a signing and retention bonus in the amount of $250,000.00, less payroll deductions and withholdings (the “Signing Bonus”). The Signing Bonus will be paid to you no later than the first regular payroll date following your hire. If your employment terminates prior to the second anniversary of the Xxxxx Xxxxxxxx November 13, 2012 Start Date due to either a termination by the Company for Cause (as defined below) or a resignation by you (other than your resignation for Good Reason (as defined below)), then you agree to repay to the Company a portion of the Signing Bonus which is calculated as the full amount of the Signing Bonus reduced by 1/24th for each complete month of your employment. For example, if your employment terminates due to your resignation (other than resignation for Good Reason) on the fifth month anniversary of the Start Date, you will be obligated to repay 19/24th of the Signing Bonus (a total of $197,916.67). If repayment of the Signing Bonus is owed, your repayment shall be due no later than within thirty (30) days following your termination or resignation date. As a regular, full-time employee, you will be eligible to participate in the Company’s standard employee benefits (pursuant to the terms and conditions of the benefit plans and applicable policies), as and when the Company adopts such benefit plans and programs. The Company retains the discretion to modify employee benefits from time to time in its discretion. Annual Performance Bonus In this position, you will be eligible to earn an annual performance bonus based on your performance and the Company’s performance against annual targets broken out with quarterly objectives. The annual on-target amount of your annual bonus will be set at $300,000.00 with payments made quarterly, but the actual amount of the bonus earned by you could be more or less than $300,000 per annum as determined by your performance relative to the applicable quarterly objectives. The performance bonus will not be capped annually. No amount of the annual bonus is guaranteed, and you must be an employee in good standing on the bonus payment date to be eligible to receive a bonus. The quarterly bonus payments, if earned, will be paid within thirty (30) days after the close of the quarter to which the bonus payment relates. Given your short period of employment in 2012, you will not be eligible for an annual performance bonus for 2012.

Employment Position and Duties. You will continue to be employed in the executive position of President, and you shall Chief Financial Officer (“CFO”). You will be expected to perform the customary duties of such position as are customaryyour position, as duties specified in the Bylaws of the Company, and as may be required by me or the Company’s Board of Directors (the “Board”)) consistent with your position as CFO. You will report to me the Chief Executive Officer, and you will be based in work at the Company’s corporate headquartersheadquarters in Boston, Massachusetts. During your employment with the Company, you will devote your full-time best efforts and business time and attention to the business of the Company. As an exempt salaried employee, you will be expected to be available and working during the Company’s regular business hours, and such additional time as appropriate to manage your responsibilities. The Company reserves the right to reasonably require you to perform your duties at places other than its corporate headquarters from time to time, and to require reasonable business travel, including international travel, at the Company’s expense. Your employment relationship with the Company shall will also be governed by the general employment policies and practices of the Company (Company, except that if the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practicesconflict, this Agreement will control), and you will be required to abide by the general employment policies and practices of the Company. The Company reserves the right to change your position, duties, reporting relationship, work location, and the Company’s general employment policies and procedures, from time to time in its discretion. Base Salary, Signing Bonus, and Employee Benefits Your base Salary You will earn a salary will be paid at the initial rate of $25,000.00 per month 14,666.67 semimonthly (an annual rate of $300,000.00352,000 annualized), less payroll deductions and withholdings. You will be paid your base salary on a semi-monthly basis, on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and positions. You will not be eligible for overtime premiums. You will be paid a signing and retention bonus in the amount of $250,000.00, less payroll deductions and withholdings (the “Signing BonusBase Salary”). The Signing Bonus will be paid to you no later than the first regular payroll date following your hire. If your employment terminates prior to the second anniversary of the Xxxxx Xxxxxxxx November 13, 2012 Start Date due to either a termination by the Company for Cause (as defined below) or a resignation by you (other than your resignation for Good Reason (as defined below)), then you agree to repay to the Company a portion of the Signing Bonus which is calculated as the full amount of the Signing Bonus reduced by 1/24th for each complete month of your employment. For example, if your employment terminates due to your resignation (other than resignation for Good Reason) payable on the fifth month anniversary of the Start Date, you will be obligated to repay 19/24th of the Signing Bonus (a total of $197,916.67). If repayment of the Signing Bonus is owed, your repayment shall be due no later than within thirty (30) days following your termination or resignation date. As a regular, full-time employee, you will be eligible to participate in the Company’s standard employee benefits regular payroll schedule. The Base Salary will be reviewed on an annual or more frequent basis by the Board (pursuant or any authorized committee thereof), and is subject to change in the terms and conditions discretion of the benefit plans and applicable policiesBoard (or any authorized committee thereof), as and when the Company adopts such benefit plans and programs. The Company retains the discretion to modify employee benefits from time to time in its discretion. Annual Discretionary Performance Bonus In this position, you You will be eligible to earn an annual a discretionary performance bonus of up to thirty-five percent (35%) of your Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based on upon the Board’s assessment of your performance performance, and the Company’s performance against annual targets broken out with quarterly objectives. The annual on-target amount attainment of your annual bonus will be set at $300,000.00 with payments made quarterly, but the actual amount of the bonus earned by you could be more or less than $300,000 per annum written targeted goals as determined by your performance relative to the applicable quarterly objectivesBoard in its sole discretion. The performance bonus Following the close of each calendar year, the Board will not be capped annually. No determine in its discretion whether you have earned a Bonus, and the amount of the annual bonus is guaranteed, and you must be an employee in good standing on the bonus payment date to any Bonus. You will be eligible to receive earn a bonusBonus for any full calendar year provided that you remain employed by the Company as of December 31 of that year. The quarterly bonus paymentsBonus, if earned, will be paid within thirty (30) days no later than March 15 of the calendar year after the close of the quarter year to which the bonus payment it relates. Given your short period of employment in 2012, you will not be eligible for an annual performance bonus for 2012.Xxxxxxx Xxxxx

Employment Position and Duties. You will continue to be employed in the executive position of President, and you shall Chief Financial Officer (“CFO”). You will be expected to perform the customary duties of such position as are customaryyour position, as duties specified in the Bylaws of the Company, and as may be required by me or the Company’s Board of Directors (the “Board”)) consistent with your position as CFO. You will report to me the Chief Executive Officer, and you will be based in work at the Company’s corporate headquartersheadquarters in Boston, Massachusetts. During your employment with the Company, you will devote your full-time best efforts and business time and attention to the business of the Company. As an exempt salaried employee, you will be expected to be available and working during the Company’s regular business hours, and such additional time as appropriate to manage your responsibilities. The Company reserves the right to reasonably require you to perform your duties at places other than its corporate headquarters from time to time, and to require reasonable business travel, including international travel, at the Company’s expense. Your employment relationship with the Company shall will also be governed by the general employment policies and practices of the Company (Company, except that if the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practicesconflict, this Agreement will control), and you will be required to abide by the general employment policies and practices of the Company. The Company reserves the right to change your position, duties, reporting relationship, work location, and the Company’s general employment policies and procedures, from time to time in its discretion. Base Salary, Signing Bonus, and Employee Benefits Your base Salary You will earn a salary will be paid at the initial rate of $25,000.00 per month 14,666.67 semimonthly (an annual rate of $300,000.00352,000 annualized), less payroll deductions and withholdings. You will be paid your base salary on a semi-monthly basis, on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and positions. You will not be eligible for overtime premiums. You will be paid a signing and retention bonus in the amount of $250,000.00, less payroll deductions and withholdings (the “Signing BonusBase Salary”). The Signing Bonus will be paid to you no later than the first regular payroll date following your hire. If your employment terminates prior to the second anniversary of the Xxxxx Xxxxxxxx November 13, 2012 Start Date due to either a termination by the Company for Cause (as defined below) or a resignation by you (other than your resignation for Good Reason (as defined below)), then you agree to repay to the Company a portion of the Signing Bonus which is calculated as the full amount of the Signing Bonus reduced by 1/24th for each complete month of your employment. For example, if your employment terminates due to your resignation (other than resignation for Good Reason) payable on the fifth month anniversary of the Start Date, you will be obligated to repay 19/24th of the Signing Bonus (a total of $197,916.67). If repayment of the Signing Bonus is owed, your repayment shall be due no later than within thirty (30) days following your termination or resignation date. As a regular, full-time employee, you will be eligible to participate in the Company’s standard employee benefits regular payroll schedule. The Base Salary will be reviewed on an annual or more frequent basis by the Board (pursuant or any authorized committee thereof), and is subject to change in the terms and conditions discretion of the benefit plans and applicable policiesBoard (or any authorized committee thereof), as and when the Company adopts such benefit plans and programs. The Company retains the discretion to modify employee benefits from time to time in its discretion. Annual Discretionary Performance Bonus In this position, you You will be eligible to earn an annual a discretionary performance bonus of up to thirty-five percent (35%) of your Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based on upon the Board’s assessment of your performance performance, and the Company’s performance against annual targets broken out with quarterly objectives. The annual on-target amount attainment of your annual bonus will be set at $300,000.00 with payments made quarterly, but the actual amount of the bonus earned by you could be more or less than $300,000 per annum written targeted goals as determined by your performance relative to the applicable quarterly objectivesBoard in its sole discretion. The performance bonus Following the close of each calendar year, the Board will not be capped annually. No determine in its discretion whether you have earned a Bonus, and the amount of the annual bonus is guaranteed, and you must be an employee in good standing on the bonus payment date to any Bonus. You will be eligible to receive earn a bonusBonus for any full calendar year provided that you remain employed by the Company as of December 31 of that year. The quarterly bonus paymentsBonus, if earned, will be paid within thirty (30) days no later than March 15 of the calendar year after the close of the quarter year to which the bonus payment it relates. Given your short period of employment in 2012, you will not be eligible for an annual performance bonus for 2012.

Employment Position and Duties. You will be employed in the executive position of PresidentChief Commercialization Officer (“CCO”). In this role, you will be expected to prepare and implement the commercialization strategy for each of the Company’s late stage development candidates, with the primary focus being on omadacycline and, to the extent necessary, sarecycline. As CCO, you shall will also be expected to support any and all partnering efforts associated with the Company’s late stage development compounds. In addition you will be expected to perform the other customary duties of such position as are customaryyour position, as duties specified in the Bylaws of the Company, and as may be required by me or the Company’s Board of Directors (the “Board”). You will report to me and you the Chief Executive Officer. You will be based in work at the Company’s corporate headquartersPhiladelphia area facility. During your employment with the Company, you will devote your full-time best efforts and business time and attention to the business of the Company. As an exempt salaried employee, you will be expected to be available and working during the Company’s regular business hours, and such additional time as appropriate to manage your responsibilities. The Company reserves the right to reasonably require you to perform your duties at places other than its Philadelphia area facility from time to time, and to require reasonable business travel, including international travel, at the Company’s expense. Your employment relationship with the Company shall will also be governed by the general employment policies and practices of the Company (Company, except that if the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practicesconflict, this Agreement will control), and you will be required to abide by the general employment policies and practices of the Company. The Company reserves the right to change your position, duties, reporting relationship, and work location, and the Company’s general employment policies and procedures, from time to time in its discretion. Base Salary, Signing Bonus, and Employee Benefits Your base Salary You will earn a salary will be paid at the initial rate of $25,000.00 26,666.67 per month (an annual rate of $300,000.00320,000 annualized), less payroll deductions and withholdings. You will be paid your base salary on a semi-monthly basis, on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and positions. You will not be eligible for overtime premiums. You will be paid a signing and retention bonus in the amount of $250,000.00, less payroll deductions and withholdings (the “Signing BonusBase Salary”). The Signing Bonus will be paid to you no later than the first regular payroll date following your hire. If your employment terminates prior to the second anniversary of the Xxxxx Xxxxxxxx November 13, 2012 Start Date due to either a termination by the Company for Cause (as defined below) or a resignation by you (other than your resignation for Good Reason (as defined below)), then you agree to repay to the Company a portion of the Signing Bonus which is calculated as the full amount of the Signing Bonus reduced by 1/24th for each complete month of your employment. For example, if your employment terminates due to your resignation (other than resignation for Good Reason) payable on the fifth month anniversary of the Start Date, you will be obligated to repay 19/24th of the Signing Bonus (a total of $197,916.67). If repayment of the Signing Bonus is owed, your repayment shall be due no later than within thirty (30) days following your termination or resignation date. As a regular, full-time employee, you will be eligible to participate in the Company’s standard employee benefits regular payroll schedule. The Base Salary will be reviewed on an annual or more frequent basis by the Board (pursuant or any authorized committee thereof), and is subject to change in the terms and conditions discretion of the benefit plans and applicable policiesBoard (or any authorized committee thereof). Xxxx Xxxxxxx February 4, as and when the Company adopts such benefit plans and programs. The Company retains the discretion to modify employee benefits from time to time in its discretion. Annual 2015 Discretionary Performance Bonus In this positionStarting with calendar year 2015, you will be eligible to earn an annual a discretionary performance bonus of up to thirty percent (30%) of your Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based on upon the Board’s assessment of your performance performance, and the Company’s performance against annual targets broken out with quarterly objectives. The annual on-target amount attainment of your annual bonus will be set at $300,000.00 with payments made quarterly, but the actual amount of the bonus earned by you could be more or less than $300,000 per annum written targeted goals as determined by your performance relative to the applicable quarterly objectivesBoard in its sole discretion. The performance bonus Following the close of each calendar year, the Board will not be capped annuallydetermine in its discretion whether you have earned a Bonus, and the amount of any Bonus. No amount of the annual bonus Bonus is guaranteed, and you must be an employee in good standing on the bonus payment date to . You will be eligible to receive earn a bonusBonus for any full calendar year provided that you are employed by the Company as of December 31. The quarterly bonus paymentsBonus, if earned, will be paid within thirty (30) days no later than March 15 of the calendar year after the close of the quarter year to which the bonus payment it relates. Given your short period of employment in 2012, you will not be eligible for an annual performance bonus for 2012.

Employment Position and Duties. You will continue to be employed in the executive position of PresidentChief Commercialization Officer (“CCO”). In this role, you will be expected to prepare and implement the commercialization strategy for each of the Company’s late stage development candidates, with the current primary focus being on omadacycline and, to the extent necessary, sarecycline. As CCO, you shall will also be expected to support any and all partnering efforts associated with the Company’s late stage development compounds. In addition, you will be expected to perform the other customary duties of such position as are customaryyour position, as duties specified in the Bylaws of the Company, and as may be required by me or the Company’s Board of Directors (the “Board”). You will report to me and you the Chief Executive Officer. You will be based in work at the Company’s corporate headquartersPhiladelphia area facility. During your employment with the Company, you will devote your full-time best efforts and business time and attention to the business of the Company. As an exempt salaried employee, you will be expected to be available and working during the Company’s regular business hours, and such additional time as appropriate to manage your responsibilities. The Company reserves the right to reasonably require you to perform your duties at places other than its Philadelphia area facility from time to time, and to require reasonable business travel, including international travel, at the Company’s expense. Your employment relationship with the Company shall will also be governed by the general employment policies and practices of the Company (Company, except that if the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practicesconflict, this Agreement will control), and you . Xxxx Xxxxxxx Base Salary You will be required to abide by the general employment policies and practices of the Company. The Company reserves the right to change your position, duties, reporting relationship, work location, and the Company’s general employment policies and procedures, from time to time in its discretion. Base Salary, Signing Bonus, and Employee Benefits Your base earn a salary will be paid at the initial rate of $25,000.00 per month 14,508.33 semimonthly (an annual rate of $300,000.00348,200 annualized), less payroll deductions and withholdings. You will be paid your base salary on a semi-monthly basis, on the Company’s normal payroll schedule. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and positions. You will not be eligible for overtime premiums. You will be paid a signing and retention bonus in the amount of $250,000.00, less payroll deductions and withholdings (the “Signing BonusBase Salary”). The Signing Bonus will be paid to you no later than the first regular payroll date following your hire. If your employment terminates prior to the second anniversary of the Xxxxx Xxxxxxxx November 13, 2012 Start Date due to either a termination by the Company for Cause (as defined below) or a resignation by you (other than your resignation for Good Reason (as defined below)), then you agree to repay to the Company a portion of the Signing Bonus which is calculated as the full amount of the Signing Bonus reduced by 1/24th for each complete month of your employment. For example, if your employment terminates due to your resignation (other than resignation for Good Reason) payable on the fifth month anniversary of the Start Date, you will be obligated to repay 19/24th of the Signing Bonus (a total of $197,916.67). If repayment of the Signing Bonus is owed, your repayment shall be due no later than within thirty (30) days following your termination or resignation date. As a regular, full-time employee, you will be eligible to participate in the Company’s standard employee benefits regular payroll schedule. The Base Salary will be reviewed on an annual or more frequent basis by the Board (pursuant or any authorized committee thereof), and is subject to change in the terms and conditions discretion of the benefit plans and applicable policiesBoard (or any authorized committee thereof), as and when the Company adopts such benefit plans and programs. The Company retains the discretion to modify employee benefits from time to time in its discretion. Annual Discretionary Performance Bonus In this position, you You will be eligible to earn an annual a discretionary performance bonus of up to thirty-five percent (35%) of your Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based on upon the Board’s assessment of your performance performance, and the Company’s performance against annual targets broken out with quarterly objectives. The annual on-target amount attainment of your annual bonus will be set at $300,000.00 with payments made quarterly, but the actual amount of the bonus earned by you could be more or less than $300,000 per annum written targeted goals as determined by your performance relative to the applicable quarterly objectivesBoard in its sole discretion. The performance bonus Following the close of each calendar year, the Board will not be capped annually. No determine in its discretion whether you have earned a Bonus, and the amount of the annual bonus is guaranteed, and you must be an employee in good standing on the bonus payment date to any Bonus. You will be eligible to receive earn a bonusBonus for any full calendar year provided that you remain employed by the Company as of December 31 of that year. The quarterly bonus paymentsBonus, if earned, will be paid within thirty (30) days no later than March 15 of the calendar year after the close of the quarter year to which the bonus payment it relates. Given your short period of employment in 2012, you will not be eligible for an annual performance bonus for 2012.