Flagship VL56, Inc.
55 Cambridge Pkwy, Suite 800E, Cambridge, MA 02142
September 11, 2018
Gevorg Grigoryan
[Omitted]
Re: Employment by Flagship VL56, Inc.
Dear Gevorg:
Flagship VL56, Inc., (the "Company"), a Flagship Pioneering company, is pleased to confirm its offer to employ you as Founding Chief Technology Officer. This offer letter (the "Offer Letter") and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company. Your effective date of hire will be September 12, 2018.
Your compensation for this position will be at an annualized rate of $310,000 per year. Your base salary will be paid semi-monthly ($12,916.67) in equal installments and in accordance with the Company's payroll practices and procedures. In addition, you will receive a cash sign-on bonus of $40,000 (net applicable taxes). If you resign from the Company for any reason before the first anniversary of your Start Date, the amount of the repayment owed upon resignation shall initially be 100%, and shall be reduced by 50% upon the completion of a 6-month period of employment following your Start Date
You shall be eligible to receive an annual bonus up to 25% determined at the sole discretion of the Board and based upon both the Company's performance and your individual performance. Bonuses are intended to retain valuable Company employees and a bonus is not payable unless you are an employee of the Company on the date that such bonus is scheduled to be paid.
In addition to your cash compensation, The Board of Directors of the Company (the "Board") shall grant you 600,000 shares of restricted common stock of the Company ("Common Stock"). The purchase price for such restricted Common Stock will be equal to the fair market value of the Common Stock on the date of grant (as determined by the Board of Directors), and such grant shall be made upon such other terms and conditions, including with respect to forfeiture and other transfer restrictions in favor of the Company, as shall be set forth in a Restricted Stock Agreement. Any such shares of restricted Common Stock granted will vest as to twenty-five percent (25%) of the shares of restricted Common Stock on the first anniversary of the grant date, and as to an additional six point twenty-five percent (6.25%) of the total number of underlying shares of restricted Common Stock at the end of each successive calendar quarter thereafter for the subsequent three years, contingent upon your continued service to the Company.
You will be eligible to participate in the Company's standard benefit programs, including holidays, 15 days of vacation, 5 sick days, medical insurance, dental insurance, life insurance and 401(k). Initial benefits are described in the Benefits Summary, a copy of which is enclosed. These benefit programs will be developed, and details concerning them will be provided to you as they become available.
As a condition of your employment, you must sign and abide by the Company's standard Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement in the form attached (the "Proprietary Information Agreement"). As a Company employee, you will be expected to abide by Company policies