Offer Letter - John Melo



 Exhibit 10.27 

 

			
	5980 HORTON STR SUITE 450	  	




	  
 EMERYVILLE, CA 94608
	  
	  
 PHONE: 510.450.0761
	  
	  
 FAX: 510.450.0794
	  

 September 27, 2006 

John G. Melo 

663 Greenwood Avenue 

Glencoe, IL 60022 

Dear John, 
 On
behalf of Amyris (the “Company”), I am very excited to offer you the position of Chief Executive Officer. Speaking for ourselves, as well as the Company’s Board of Directors (the “Board”), and the other members of the
Company’s management team, we are all very impressed with you and what you will bring to the Company. We believe that with your background, you will make significant contributions to the success of the Company. 

The terms of your new position with the Company are as set forth below: 

1.      Position; Board Membership. The Board of Directors will appoint you to the Board sometime during the month of
October 2006, provided it does not create a conflict with your current employer. If it does create a conflict, then a mutually agreeable Board Appointment date will be decided by you and the Amyris Board of Directors. On or before November 15,
you will become the Chief Executive Officer of the Company. As CEO you will have responsibility for the Company’s operations and strategic direction, as well as other tasks assigned to you by the Board. You will report directly to the Board.
While employed by the Company, except with the written approval of the Board, you will not actively engage in any other employment, occupation or consulting activity. 

2.      Start Date. You will commence this new position with the Company on or before November 15, 2006. 

3.      Compensation. 

a.      Base Salary. You will be paid a monthly salary of $25,833.33 minus applicable withholdings, which is equivalent to
$310,000 on an annualized basis. Your salary will be payable pursuant to the Company’s regular payroll policy (or in the same manner as other officers of the Company). 

b.      Bonus Program. The Board would like to work with you to create a mutually agreeable bonus program for yourself and other
members of the management team of the Company that will allow you and the team to participate in upside success of the Company’s performance. 

SYNTHETIC BIOLOGY, REAL SOLUTIONS 

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 Your targeted annual bonus will be $75,000, based on milestones set forth by the Board of Directors. This
bonus is payable by the end of CY 2007. The Board will discuss with you the creation of this program within your first 90 days of employment. The bonus program for your second year of employment will be targeted at $100,000.00, based upon milestones
set forth by the Board of Directors. This bonus payable by the end of CY 2008. 
 4.      Stock Options.

 a.      Initial Grant. In connection with the commencement of your employment, the Company will grant you an option
to purchase 1,000,000 shares of Common Stock, with an exercise price equal to the fair market value of the Common Stock of the Company on the date of the grant. The proposed award represents approximately 6.5% of the fully diluted outstanding
capitalization of the Company following the installment of the second tranche of the most recent round of financing. The option will vest and become exercisable, contingent on your continued employment with the Company on each respective vesting
date, over a period of 5 years as follows: one year after your start date, 20% of the option will vest; thereafter, the remaining shares will vest on a monthly schedule of 1/48 of the total number of shares subject to the grant upon the completion
of each month of employment. The option will be an incentive stock option to the maximum extent allowed by the tax code and will be subject to the terms of the Company’s Stock Option Plan and the Stock Option Agreement between you and the
Company, which you will be required to execute as a condition of the grant. 
 5.      Benefits. 

a.      Insurance Benefits. The Company will provide you with the standard medical and dental insurance benefits available to
other employees of the Company. 
 b.      Vacation. You will earn vacation consistent with the Company’s vacation
policy offered to other employees of the Company. 
 6.       Relocation and commuting reimbursement:

 a.      Amyris will fund up to $50,000.00 in costs directly associated with your commute between Chicago and
Emeryville, until June of 2007. 
 b.      Amyris will reimburse you up to $100,000.00 in relocation costs associated
with your move to the San Francisco Bay Area. 
 7.      At-Will Employment. Your employment with the Company
shall be for no specified period or term and may be terminated by you or by the Company at any time for any or no reason, with or without Cause, as long as written notice is provided the Company that you provide thirty (30) days written notice
of your intention to resign. The “at-will” nature of your employment shall remain unchanged during your tenure as an employee of the Company, and may only be changed by an express written agreement that is signed by you and by the Chairman
of the Board. 
 8.      Termination of Employment. If you resign your employment with the Company or if the
Company terminates your employment for Cause, at any time, you will receive your base salary, as well as any accrued but unused vacation (if applicable), earned through the effective 

 

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 resignation or termination date, and no additional compensation. If the Company terminates your employment
for any reason other than Cause, it will give you written notice of termination, any base salary and accrued but unused vacation that is earned through the effective termination date, and, conditioned on your (a) signing and not revoking a
release of any and all claims, in a form prescribed by the Company, (b) resigning from the Board (if applicable) on the date that your employment terminates, and (c) returning to the Company all of its property and confidential information
that is in your possession, you will receive the following: (i) continuation of your base salary for 12 months beyond the effective termination date, payable in accordance with the regular payroll practices of the Company, provided that these
payments will be terminated as of the date you commence employment with another employer; and (ii) if you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”) following the termination of your employment, then the Company shall pay your monthly premium under COBRA until the earlier of (x) 12 months following the effective termination date, or (y) the date upon which you
commence employment with an entity other than the Company and (iii) if you are terminated within your first year of employment, your option granted under Paragraph 4 will vest on a monthly basis commensurate with the number of months that you
were employed by the Company. You will notify the Company in writing within 5 days of your receipt of an offer of employment with any entity other than the Company, and will accordingly identify the date upon which you will commence employment in
such writing. This salary continuance is meant to be provided to you as you actively seek future employment and as noted will cease once you have secured such
employment.1 

For all purposes under this Agreement, a termination for “Cause” shall mean a determination by the Board that your employment be terminated for
any of the following reasons: (i) failure or refusal to comply in any material respect with lawful policies, standards or regulations of Company; (ii) a violation of a federal or state law or regulation applicable to the business of the
Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State; (iv) fraud or misappropriation of property belonging to the Company or its affiliates; (v) non-performance, non-compliance
or interference with the other party’s performance of the terms of any confidentiality, invention assignment or proprietary information agreement with the Company or with a former employer, (vi) your failure to satisfactorily perform your
duties after having received written notice of such failure and at least thirty (30) days to cure such failure, or (vii) your misconduct or gross negligence in connection with the performance of your duties. 

9.      Change of Control. If, during your employment with the Company, there is a Change of Control event, and the
Company terminates your employment without Cause or you are Constructively Terminated within 6 months of that event, then you will be eligible to receive the benefits provided in Section 8, as well as immediate accelerated vesting of 50% of any
of the unvested shares under your outstanding options as of the date of termination (in this scenario, a minimum of 75% of your options will be vested), conditioned on your complying with the 

 

1 NB:
 If the executive terminates when the Company is publicly traded, and payments extend into the next calendar year, in order to avoid IRC Section 409A no severance payments may be made for 6 months following termination. If the requirements of
IRC Section 409A are not satisfied, the executive will be taxed on the severance amount at termination with a 20% tax penalty. 
  

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 requirements of Sections 8(a), (b), and (c) of this Agreement. These benefits will be subject to the
terms and requirements of Section 8.2 

“Constructive Termination” shall mean a resignation of your employment within 30 days of the occurrence of any of the following events which
occurs within 5 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 the Company; or (iii) a relocation of your principal office to a location more than 50 miles from the location of your principal office immediately preceding a Change of Control.

 “Change of Control” shall be defined as (i) merger, reorganization, consolidation or other acquisition (or series of related
transactions of such nature) pursuant to which more than fifty percent (50%) of the voting power of all equity of the Company would be transferred by the holders of the Company’s outstanding shares (excluding a reincorporation to effect a
change in domicile); (ii) a sale of all or substantially all of the assets of the Company; or (iii) any other transaction or series of transactions, in which the Company’s stockholders immediately prior to such transaction or
transactions own immediately after such transaction less than 50% of the voting equity securities of the surviving corporation or its parent 

10.      Confidential Information and Invention Assignment Agreement. As an employee of the Company, you will have access
to certain Company confidential information and you may during the course of your employment develop certain information or inventions, which will be the property of the Company. To protect the interest of the Company you will need to sign the
Company’s standard “Employee Confidentiality Agreement” as a condition of your employment, a copy of which is enclosed. 
 11.
     No Inconsistent Obligations. By accepting this offer of employment, you represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent
with your obligations set forth in this letter. You also represent and warrant that you will not use or disclose, in connection with your employment by the Company, any trade secrets or other proprietary information or intellectual property in which
you or any other person has any right, title or interest, and that your employment by the Company will not infringe upon or violate the rights of any other person or entity. You represent and warrant to the Company that you have returned all
property and confidential information relating to any prior employers. 
 12.      Arbitration. Any dispute or
claim arising out of or in connection with this letter agreement will be finally settled by binding arbitration in an independent jurisdiction in accordance with the rules of the American Arbitration Association by one arbitrator appointed in
accordance with said rules. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. 
  

2 NB:
 Depending on the size of the option grant and the value of the shares at termination, the severance payments may become subject to IRC Section 280G. 

 

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 Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary
or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. 

This offer is subject to final agreement on a mutually acceptable start date and transition plan, which will be negotiated during the first part of
the week of September 25, 2006. 
 We are all delighted to be able to extend this offer and look forward to working with you. To
indicate your acceptance of the Company’s offer, please sign and date this letter the space provided below, and also sign the enclosed Employee Confidentiality Agreement, and return both to me. A duplicate original is enclosed for your records.
This letter agreement, together with the Employee Confidentiality Agreement and any stock option and purchase agreements, sets forth our entire agreement and understanding regarding the terms of your employment with Company and supersedes any prior
representations or agreements, whether written or oral (including that certain offer letter also dated as of the date hereof). This letter agreement may not be modified or amended except by a written agreement, signed by the Chairman of the Board of
the Company and by you. 
 This offer, if not accepted, will expire at close of business on September 29, 2006. 

Sincerely, 
 On Behalf of the Board of
Directors 
  

	
	
	/s/ John Doerr
	
	John Doerr
	Kleiner Perkins Caufield & Byers

  

	
	
	
	/s/ Samir Kaul
	
	Samir Kaul
	Khosla Ventures

  

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