EX-10.12



 Exhibit 10.12 

 
 



 
 11045 Roselle Street • San Diego, CA 92121 
 858/366-6900 main • 858/202-6718 fax 
 June 28, 2013 

David. B. Berger 
 Dear David: 

Tandem Diabetes Care, Inc. (the “Company”) is pleased to offer you employment on the terms set forth below. 

 

	1.	Position. You will serve in a full-time capacity as General Counsel. You will report to Kim Blickenstaff, President and Chief Executive Officer. By signing this
letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company. 


 

	2.	Salary. You will be paid bi-weekly at a rate of $12,500.00 (approx. $325,000.00 annualized) payable in accordance with the Company’s standard payroll
practices and in accordance with applicable laws for exempt employees. 

  

	3.	Corporate Bonus. In addition to your base salary, you will be eligible for the Company Bonus Plan, which for 2013 is a target of 35% of your eligible
wages. This bonus will be paid out on an annual basis at the sole discretion of the Board of Directors and based on the Company meeting specific goals and objectives. 


 

	4.	Employee Benefits. As a full-time employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits in accordance with the
terms of the Company’s benefit plans. In addition, you will be entitled to paid time off in accordance with the Company’s policy. The Company reserves the right to change or eliminate these benefits on a prospective basis at any time.


  

	5.	Stock Options. In connection with the commencement of your employment, the Company will recommend that the Board of Directors grant you an option to purchase
150,000 options of the Company’s Common Stock with an exercise price equal to fair market value on the date of the grant. These options will vest over a four-year period with a 25% one-year cliff, in accordance with the standard stock
plan approved by the Board of Directors. Vesting will, of course, depend on your continued employment with the Company. The grant of the options is subject to approval by the Board of Director and to conditions outlined in the Company’s 2006
Stock Incentive Plan. 

  
 *Tandem Diabetes Care reserves the right to review all compensation plans and make changes, additions, and/or deletions at any time. To be eligible to receive any payment you must be on the active Tandem
payroll at the time of each payment. 

			
		 	/s/ DB  
		 	DB 


					
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	6.	Sign-on Bonus. The Company will pay you a one-time Bonus in amount of $60,000.00 within thirty (30) days of your start date less appropriate payroll
taxes. 

 The Bonus is deemed fully earned on the earlier of (i) after twenty-four (24) months of active
employment, or (ii) upon a change of control of the company. Should you leave the company for any reason, voluntarily or involuntarily, unless following a change of control, before you have completed twelve (12) months of active
employment, 100% of the bonus is required to be repaid. Should you leave the company for any reason, unless following a change of control, after twelve (12) months of active employment, but prior to completing twenty-four (24) months
of active employment, a prorated portion of the bonus is required to be repaid. The required prorated bonus repayment shall be equal to 100% of the bonus, reduced by 1/24th for each full month of active employment at Tandem. Required repayment
must be made on or before your final date of active employment and shall be by certified check to the Company or may be deducted from your final payroll. 
  

	7.	Employee Proprietary Information Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the
Company’s Employee Proprietary Information Agreement, which includes the Assignment of Inventions provision. 

  

	8.	Employment At Will. The Company is an at-will employer, and cannot guarantee employment for any specific duration. You are free to quit, and the Company is
entitled to terminate your employment at any time, with or without cause or prior warning. This provision supersedes all prior agreements and understandings concerning termination of employment, whether oral, written or implied. Although your job
duties, title, reporting structure, 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 with Board of Directors’ approval. 

  

	9.	Pre-Employment Screening Your employment is contingent on successfully passing a drug test and background check. The pre-employment testing and verification will
be conducted through our 3rd party vendor HireRight. 

  

	10.	Outside Activities/Conflicts of Interest. Employees may hold outside employment as long as they meet the performance standards and attendance requirements of
their job with Tandem, and the outside job does not create and actual or potential conflict of interest with the Company. Conflicts of interest exist where an individual’s actions or activities, on behalf of Tandem or otherwise, involve the
obtaining of an improper personal gain or advantage, or an adverse effect upon the interest of Tandem. For this reason, employees must refrain from engaging in any activity, practice or act which conflicts with the interests of Tandem, its corporate
entities, or those it serves. 

  

	11.	Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.


  

	12.	Company Policies. You agree to abide by the Company’s policies and procedures, including those set forth in the Company’s Employee Handbook and other
Company documents, except to the extent they are inconsistent with the terms of this letter. You will be required to sign the signature page of the Employee Handbook following the commencement of your employment with the Company.


  
 *Tandem Diabetes
Care reserves the right to review all compensation plans and make changes, additions, and/or deletions at any time. To be eligible to receive any payment you must be on the active Tandem payroll at the time of each payment. 

			
		 	/s/ DB  
		 	DB 


			
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	13.	Employment Eligibility. Your employment is contingent on you providing the Company with the legally required proof of your identity and authorization to work in
the United States. 

  

	14.	Entire Agreement. 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. 

 David, we are very enthusiastic about you joining the team. We are impressed
with your experience and abilities, and believe that your skills and background provide an excellent match for both Tandem Diabetes Care and for you. 
 This offer will remain valid until the close of business on July 8, 2013, with an anticipated start date of August 5, 2013. If the terms are agreeable, please sign, date and return
one copy of this letter indicating your acceptance, retaining the second copies for your records. 
 If you have questions or just wish to
discuss things further, please don’t hesitate to contact me. 
  

	
	Sincerely,
	
	/s/ Susan Morrison
	
	Susan Morrison
	VP, HR, Corporate & Investor Relations
	Tandem Diabetes Care

 I have read and accept this employment offer: 

 

			
	
		
	By:	 	/s/ David B. Berger
		 	David B. Berger
		
	Dated:	 	7/8/13

  
 *Tandem
Diabetes Care reserves the right to review all compensation plans and make changes, additions, and/or deletions at any time. To be eligible to receive any payment you must be on the active Tandem payroll at the time of each payment. 

			
		 	/s/ DB  
		 	DB 


			
		 	Initial each page