SafeStitch Medical, Inc. Suite 670 Miami, Florida 33137
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxx,
Xxxxxxx 00000
March
11,
2008
Xxxx
X.
Xxxxxxx
000
Xxxx
00xx
Xxxxxx
Xxxxx
Xxxxx, XX 00000
Dear
Xxxx:
On
behalf
of SafeStitch Medical, Inc. (the "Company"), I am pleased to confirm our offer
of employment to you in the capacity of Vice President, Finance. We are
confident that you will be an excellent addition to the Company and provide
significant influence in achieving our goals. This employment letter sets forth
the terms and conditions.
1. Position.
You
are
being offered to serve in a full-time capacity as Vice President, Finance.
You
will report directly to the President and CEO.
2. Salary.
You will
be paid a salary at the annual rate of $ 170,000.00, payable in monthly
installments in accordance with the Company’s prevailing payroll practices for
salaried employees. This salary will be subject to adjustment pursuant to the
Company’s employee compensation policies in effect from time to time. All forms
of compensation referred to in this letter are subject to reduction to reflect
applicable withholding and payroll taxes.
3. Bonus.
You
will
be eligible for a discretionary yearly bonus, based on performance, in the
form
of additional cash compensation and/or stock options, in accordance with the
procedures established by the Company for management.
4. Stock
Options.
Subject
to the approval of the Company’s Board of Directors, you will be granted an
option to purchase fifty thousand (50,000) shares of the Company’s common stock.
The exercise price per share will be equal to the fair market value per share
on
the date the option is granted or on your first day of employment, whichever
is
later. The options will be subject to the terms and conditions contained in
a
stock option agreement to be entered into by you and the Company prior to the
grant. The options will vest equally 25% per year on the first four
anniversaries of the grant date as described in your stock option
agreement.
5. Benefits.
You
will
be entitled to participate in such benefit programs as are generally made
available to other employees of the Company. Current benefit programs include
medical, dental, vision care, life insurance, long term disability, short term
disability and life insurance. You will be able to enroll in the 401k program
in
the near future. We will reimburse your monthly COBRA payments for Medical
and
Dental insurance up to what the company normally contributes towards insurance
for similarly situated employees, for 9 months until December 31,
2008.
6. Vacation.
You will
be entitled to three weeks paid vacation each year, nine scheduled and three
floating holidays and in accordance with the Company’s then prevailing policies
for salaried employees. Vacation is prorated based on start date of
employee.
7. Prior
Employment.
By
accepting the terms of this agreement, you are representing and warranting
to
the Company that you are under no contractual commitments inconsistent with
your
proposed obligations to the Company. You are also representing and warranting
to
the company the accuracy of the contents of your resume. Any breach of this
representation will result in the termination of your employment.
8. Period
of Employment. Your
employment with the Company will be “at will,” meaning that either you or the
Company will be entitled to terminate your employment at any time and for any
reason, with or without cause. This is the full and complete agreement between
you and the Company on this term. Although your job duties, title, compensation
and benefits, as well as the Company’s personnel policies and procedures, may
change from time to time, the “at will” nature of your employment may only be
changed in an express written agreement signed by you and a duly authorized
officer of the Company.
9. Outside
Activities.
While
you render services to the Company, you will not engage in any other gainful
employment, business or activity without the written consent of the Company.
Nevertheless, the company and you agree that you will be providing services
to
one or more other private or public companies as designated by the company,
at
no additional compensation. While you render services to the Company, you also
will not assist any person or organization in competing with the Company, in
preparing to compete with the Company or in hiring any employees of the Company.
10. Amendment
and Governing Law.
This
letter agreement may not be amended or modified except by an express written
agreement signed by you and a duly authorized officer of the Company. The terms
of this letter agreement and the resolution of any disputes will be governed
by
the laws of the State of Florida.
This
letter contains all of the terms of your employment with the Company and
supersedes any prior understandings or agreements, whether oral or written,
between you and the Company.
We
hope
that you find the foregoing terms acceptable and look forward to working with
you. You may indicate your agreement with these terms and accept this offer
by
signing and dating both the enclosed duplicate original of this letter and
returning it to me. As required by law, your employment with the Company is
also
contingent upon your providing legal proof of your identity and authorization
to
work in the United States. Under Federal law, every employee must sign a Form
I-9 and present proper proof of his or her right to work in the United
States.
This
offer, if not accepted, will expire at the close of business (EDT) on March
14,
2008. We look forward to having you join us on March 24, 2008. If you have
any
questions, please call me at 000 000-0000.
|
Sincerely,
/s/
Xxxxxxx X. Xxxxx M.D.
Xxxxxxx
X. Xxxxx M.D.
Chief
Operating Officer
|
I
agree
to the foregoing terms of employment:
/s/
Xxxx X. Xxxxxxx
Xxxx
X.
Xxxxxxx
