Amendment to Offer Letter - Jeryl Hilleman



 Exhibit 10.32 

 

 

 AMENDMENT TO OFFER LETTER AGREEMENT 

This Amendment to the Offer Letter Agreement (this “Amendment”) is made and entered into as of
December 18, 2008, by and among Jeryl L. Hilleman (“Executive”) and Amyris Biotechnologies, Inc., a California corporation (the “Company”). 

RECITALS 

A.        The Company and Executive are parties to that certain Offer Letter
Agreement between the Company and the Executive dated January 17, 2008 (the “Agreement”). All capitalized terms set forth herein shall (unless otherwise defined herein) have the meanings given to them in the Agreement.

 B.        The Company and Executive wish to clarify the terms of the
Agreement by means of this Amendment to the Agreement. 
 AMENDMENT 

NOW THEREFORE, the parties hereby agree as follows: 

1.        FIRST AMENDMENT TO AGREEMENT. The following language shall be
added to the end of Section 3: 
 Such bonus shall be paid no later than March 15 the year
following the year with respect to which the bonus is earned. 

2.        SECOND AMENDMENT TO AGREEMENT. The following language shall be
added to the end of subparagraph (A) of Section 6: 
 Antyris will commence payment of the salary
continuation described in this subparagraph (A) of Section 6 and the COBRA benefits described below in subparagraph (B) of Section 6 on the first regular payroll date that is thirty (30) days (or where determined necessary
by Amyris to make the release described above effective, sixty (60) days following your termination of employment, provided that prior to such date the release described above becomes effective. The first payment thereof will include a catch-up
payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the application of this provision, and the balance of the installments will be payable in
accordance with their original schedule. 
 3.        THIRD
AMENDMENT TO AGREEMENT. The following language shall be added to the end of Section 6 as a new paragraph: 

For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to
a “separation from service” as defined in 







 
Section 409A of the Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement
in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then
such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your separation from service from Amyris or (ii) the date of your death following such a separation from service;
provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in
the absence of such a deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for the
application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the
provision will be read in such a manner so that all payments hereunder comply with Section 409A. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such
payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Section 6 are intended to constitute separate payments
for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 

4.        FOURTH AMENDMENT TO AGREEMENT. The third paragraph of
Section 7 (defining “Constructive Termination”) shall be deleted in its entirety and replaced with the following language: 

“Constructive Termination” shall mean a resignation of your employment within 30 120 days of the
occurrence of any of the following events which occurs within 6 months following a Change of Control: (i) a material reduction in your responsibilities; (ii) a material reduction in your base salary, unless such reduction in your base
salary is comparable in percentage to, and is part of, a reduction in the base salary of all executive officers of Amyris; or (iii) a relocation of your principal office to a location more than fitly (50) miles from the location of your
principal office immediately preceding a Change in Control; provided, however, that you shall provide notice to Amyris, within ninety_(90) days of occurrence of a condition listed above constituting a Constructive Termination and allow Amyris
thirty (30) days in which to cure such condition. 

5.        NO OTHER AMENDMENTS. Except as expressly set forth above, all of
the terms and conditions of the Agreement remain in full force and effect. 

6.        COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same instrument. 
  

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	    COMPANY	 		 	EXECUTIVE
			
	
 



	 		 	
 




	    By:	 	John G. Melo	 		 	    Jeryl L. Hilleman
	    Its;	 	Chief Executive Officer	 		 	

  

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