EX-10.20



 Exhibit 10.20 

TRIVASCULAR 
 August 29, 2010 

Mr. Michael R. Kramer 
 Dear Michael: 

I am pleased to offer you the position of Chief Financial Officer at TriVascular, Inc. (“TriVascular”), reporting to me as TriVascular’s
President and CEO. 
 Pay and Benefits. The salary for this position is $ 22,917.00 per month less all applicable deductions, paid biweekly in
accordance with TriVascular’s standard payroll practice. You will be entitled to the TriVascular benefits package outlined on the attached sheet. TriVascular reserves the right to change or discontinue its employee benefits from time to time. A
target milestone-based bonus of 30% of annual salary will be instituted on a calendar year basis (prorated for 2010). In addition, an allowance of up to $100,000.00 is provided for reimbursement of moving expenses, real estate closing costs, and
move-related travel. Reasonable travel costs in connection with commuting to Santa Rosa prior to your move will be reimbursed separately. 
 Personnel
Policies. Like all employees of TriVascular, you will be expected to comply with the rules, procedures, and policies of TriVascular as adopted from time to time. During the time that you are employed by TriVascular, unless you receive prior
approval from one of the officers, you will not directly or indirectly own an interest in, join, operate, control or participate in, or be connected as an officer, employee, agent, independent contractor, consultant, member, partner or principal
with any other entity or person engaged in developing, providing, soliciting orders for, selling, distributing or marketing services or products that directly or indirectly compete with those provided by TriVascular. 

At Will Employment. Your employment with TriVascular is “at will”. This means that you may leave TriVascular at any time, for any reason,
with or without notice and with or without cause and that TriVascular may terminate your employment at any time, for any reason, or no reason, with or without notice and with or without cause. The at-will nature of your employment can only be
changed in a writing signed by you and by TriVascular’s Chief Executive Officer. Should your employment be terminated in connection with a change of control transaction (or within up to twelve months following such), you will be eligible for 12
months severance pay (base pay rate) and benefits. 

  
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Stock Option. Subject to approval by the Board of Directors, it is our intention to offer you the opportunity to participate in our TriVascular Stock
Option Plan (the “SOP”). Pursuant to the SOP, TriVascular would grant you an incentive stock option to purchase 1,200,000 shares of common stock of TriVascular at a price to be approved by the Board. This grant would be made in a Stock
Option Agreement that would contain the complete terms of the grant, and your execution of the Stock Option Agreement is a condition of the grant. 

Normal Vesting Schedule. Your option described in the previous paragraph (the “Offer Letter ISO”) can be exercised only to the extent that it
is vested. Initially none of the Offer Letter ISO will be vested, but it will become vested as to 300,000 shares of TriVascular common stock on the one-year anniversary of the vesting start date, which is expected to be the date you commence
employment with TriVascular. The Offer Letter ISO will become vested as to the remaining 900,000 shares of TriVascular common stock at a rate of 25,000 shares per month for a period of thirty-six months, commencing with the thirteenth calendar month
after the vesting start date. Vesting ceases immediately in the event of termination of your employment. Unless and until an initial public offering takes place, stock that is issued to you upon exercise of vested option rights under the Offer
Letter ISO will be subject to substantial restrictions on transfer, including a right of first refusal applicable to some transfers and an option to purchase applicable to others, subject to limited exceptions for transfers to family members. 

Arbitration. Any and all disputes related to this offer or arising out of or related to your employment with TriVascular will be submitted to and
resolved through final and binding arbitration. The arbitration will be instead of any civil litigation; this means that TriVascular and you are each waiving any right to a jury trial. The arbitrator’s decision shall be final and binding to the
fullest extent permitted by law, and will be enforceable by any court having jurisdiction thereof. The disputes subject to arbitration include, but are not limited to, any claims for breach of contract, discrimination or harassment, or violation of
any other federal, state or local law or regulation. Arbitration is to be conducted in Santa Rosa, California, in accordance with the rules and regulations of the America Arbitration Association (“AAA”) using the National Employment
Dispute Resolution Rules, including procedures for discovery sufficient to adequately arbitrate any statutory claims, as determined by the arbitrator. The arbitration filing fee expenses shall be borne according to the rules of AAA, except that
TriVascular will pay all types of costs that are unique to arbitration, such as the arbitrator’s fees. Notwithstanding the above, the parties agree that any claims either party has arising out of any Employee Invention and Confidential
Information Agreement or similar agreement you may sign with TriVascular are specifically excluded from this arbitration provision. This includes, for example only and without limitation, claims by TriVascular that you have disclosed or
misappropriated its trade secrets and/or claims by you that the Employee Invention and Confidential Information Agreement does not preclude you from working for a competitor of TriVascular or that you are the rightful owner of an invention you may
develop. 
 Other Terms and Conditions. This offer is contingent upon your ability to provide appropriate documentation within three (3) days
after your start date establishing that you are legally authorized to live and work in the United States. In addition, this offer of employment is contingent upon your signing of TriVascular’s standard form of Employee Invention and
Confidential Information Agreement and any other documents customarily executed at the time of starting employment, and is further contingent upon TriVascular’s written acceptance (in its 

  
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discretion) of the information you disclose in the Employee Invention and Confidential Information Agreement. You should understand that TriVascular is hiring
you for your skills and abilities and not for any tangible or intangible items or proprietary information obtained by you from any of your former employers. By accepting employment with TriVascular, you agree that you will not, in the performance of
y our duties at TriVascular, utilize any or disclose any trade secrets, confidential, or proprietary information of former employers and that you will neither take with you any tangible items containing any such information, such as drawings or
reports, when you leave your current employer, nor bring such items into the workplace at TriVascular. 
 This offer letter, including the Employee
Invention and Confidential Information Agreement, sets forth the entire agreement betw4een you and TriVascular concerning the terms and conditions of your employment, and neither you nor TriVascular will be bound by any condition or understanding
with respect to your employment other than that expressly provided in this letter. The offer letter supersedes ad replaces all previous agreements or understandings regarding the terms of your employment and can only be amended in a writing signed
by TriVascular and you. 
 It is my understanding that you would be available for employment with TriVascular no later than September 30, 2010. Please
indicate your acceptance of this offer by signing and returning one copy of this letter to me on or before September 1, 2010. This offer will expire on September 2, 2010. 

I look forward to welcoming you to the TriVascular team and am confident that the experience will be mutually rewarding and satisfying. 

 

	
	Sincerely,
	
	 /s/ Michael Chobotov

	
	 Michael V. Chobotov, Ph.D.

	 President & Chief Executive Officer

	 TriVascular, Inc.


 I have read and understand the foregoing letter and accept employment with TriVascular as set forth above. 

 

					
	 /s/ Michael Kramer
	 		 	 9/1/10

	Michael Kramer	 		 	Date


  
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