EX-10.1






 Exhibit 10.1 

 


 



 
  

 OFFER LETTER 

November 13, 2018 
 Reginald Seeto 

Maryland, 20878 
 Dear Reginald Seeto, 

I am pleased to offer you a position with CareDx, Inc. (the “Company”) as President reporting to Peter Maag, Chief Executive Officer. Start date will
be November 26, 2018 or another mutually agreeable date. This position is a full-time, exempt position, based in your home office in Maryland. When not traveling for business, the expectation is that you work out of our headquarters in
Brisbane, California, Monday through Thursday every week. 
 Effective upon commencement of your full-time employment at the Company you will receive an
annualized salary of $400,000.00, paid on a semi-monthly basis on our regular paydays. Deductions required by law or authorized by you will be taken from each paycheck. 

We are also offering you a signing bonus of $30,000.00 which will be payable after you have been working full time for CareDx for at least thirty days.
If you choose to terminate your employment with CareDx within one year of the payment of the signing bonus, the entire bonus will be repayable to CareDx. 

Additionally, you will be eligible to participate in our variable performance bonus plan beginning in January 2019, which has a current annual target of
70% of your base salary. You must be employed at the time of payout and the amount is subject to all state and federal taxes. 
 As a Company
employee, you are also eligible to receive certain employee benefits pursuant to the terms of Company benefit plans as described in the Company’s Benefit Brochure. You should note that the Company may modify, in its sole discretion, job titles,
salaries, holidays, vacation and any other benefits from time to time as it deems necessary. 
 Subject to the approval of the Board of Directors of the
Company you will be granted an option to purchase 100,000 shares of the Company’s Common Stock. This option shall vest, subject to your continued employment with the Company, as to one fourth (1/4) of the shares on the one year
anniversary of your start date, and as to an additional one forty-eighth (1/48th) of the total number of shares subject to the option at the end of each calendar month thereafter. Details of the price of these options will be provided in your stock
option grant and determined by the board of directors. 

  
 3260 Bayshore Blvd.,
Brisbane, CA 94005 USA ∎ (p): 415.287.2300 ∎ www.CareDx.com 














 



 
  

 Subject to the approval of the Board of Directors of the Company, you are also granted restricted stock units
of 50,000. 25% of the Restricted Stock Units will vest on the 1-Year anniversary of the Vesting Commencement Date and 25% of the Restricted Stock Units will vest each year thereafter on the same date as
the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date. 
 You should be aware that your
employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with
you at any time, with or without cause. 
 For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of
your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. Your employment also is
subject to successful verification of your professional references, and to our standard pre-employment process, which includes completion of an employment application and successful completion of a standard
background check. 
 As a condition to your employment with the Company, you will be required to sign the Company’s standard At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, a copy of which will be provided to you. 

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your
eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such
is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now
involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company without prior approval of the Company. Similarly, you agree not to bring any third-party
confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information. 

In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that all such disputes shall be
fully and finally resolved by binding arbitration conducted by the American Arbitration Association in San Mateo County, California. 

  
 3260 Bayshore Blvd.,
Brisbane, CA 94005 USA ∎ (p): 415.287.2300 ∎ www.CareDx.com 














 



 
  

 This letter, along with the CareDx At-Will Employment, Confidential
Information, Invention Assignment, and Arbitration Agreement, sets forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may be executed in any number of
counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This letter may not be modified or amended except by a written agreement, signed by the Company and by you. To accept this offer, you may
sign, date, and email this letter to Marissa Dixon, VP Human Resources at mdixon@caredx.com. This offer will expire on November 16, 2018. 
 We look
forward to working with you at CareDx, Inc. 
  

	
	Sincerely,
	
	CareDx, Inc.
	
	/s/ Peter Maag
	Peter Maag
	President and CEO


  

	
	ACCEPTED AND AGREED TO this
	
	16th day of November, 2018.
	
	/s/ Reginald Seeto
	Reginald Seeto


  
 3260 Bayshore Blvd.,
Brisbane, CA 94005 USA ∎ (p): 415.287.2300 ∎ www.CareDx.com