exv10w1






Exhibit 10.1









April 13, 2010




Joe Slattery

19316 Cissel Manor Drive

Poolesville, Maryland 20837




     Re: Offer of Employment with TranS1 Inc.


Dear Joe:




     On behalf of TranS1 Inc., a Delaware corporation (the “Company”), I am pleased to
invite you to join the Company as its Executive Vice President and Chief Financial Officer. The
first day of your employment will be no later than Monday, April 19, 2010, or such other date as
you and the Company mutually agree in writing (“Effective Date”).



     The terms of this offer of employment are as follows:



     1. At-Will Employment; Position and Duties.



          (a) At-Will Employment. You should be aware that your employment with the Company is for no
specified period and constitutes “at-will” employment. As a result, either you or the Company may
terminate your employment with the Company at any time and for any or no reason. We request that
you give the Company at least thirty (30) days’ notice in the event of a resignation without Good
Reason (as defined under Section 6 below).




          (b) Position and Duties. As of the Effective Date, you will serve as the Chief Financial
Officer of the Company, reporting directly to me, the Company’s Chief Executive Officer. In this
position, you will be expected to devote your full business time, attention and energies to the
performance of your duties with the Company; provided, however, we acknowledge and consent to your
being on and serving on two outside boards of directors, so long as such service does not impair
your ability to serve in your new role with us.




          (c) Board of Directors. In connection with your commencement of employment with the Company
you shall resign your positions on the Board of Directors and the Audit Committee of the Company.
Options granted to you as a member of our Board of Directors will remain in effect and continue to
vest in accordance with their original terms.




     2. Compensation. The Company will pay you a salary at the rate of $285,000.00 per year
payable in accordance with the Company’s standard payroll policies, including compliance with
applicable withholding (the “Base Salary”). Any increased or decreased Base Salary shall
serve as the “Base Salary” for future employment under this offer letter. The first and last
payment by the



 









 





Joe Slattery

April 13, 2010

Page 2



Company to you will be adjusted, if necessary, to reflect a commencement or termination
date other than the first or last working day of a pay period.




     3. Stock Option.



          (a) Grant. Subject to approval by the Company’s Board of Directors, you will be granted an
option pursuant to the Company’s 2005 Stock Plan (the “Plan”) to purchase 200,000 shares of
the Company’s Common Stock at an exercise price equal to the fair market value per share of the
Company’s Common Stock on the date the Board of Directors approves the option grant (the
“Option Grant”). The Option Grant shall be subject to the terms and conditions of the Plan
and the Company’s standard form of stock option agreement. The Option Grant shall be made in the
form of an incentive stock option, to the maximum extent permitted by law, with the remainder of
the grant made in the form of non-qualified stock options.




          (b) Vesting Schedule; Exercise Terms. One-fourth (1/4th) of the shares subject to the Option
Grant will vest on the first anniversary of the Effective Date and an additional one thirty-sixth
(1/36th) of the remaining number of such shares will vest each month thereafter, subject
to your continued employment with the Company on each such date. The Option Grant shall be
exercisable up to the number of vested shares according to the vesting schedule set forth in the
preceding sentence. The term of the option grant will be [10] years from date of grant.




          (c) Change of Control. In the event of a Change of Control, if you are not employed by the
successor of our business as the Chief Financial Officerof the successor all then-unvested options
under the Option Grant shall vest and become exercisable on the effective date of such Change of
Control. If you are so employed as the Chief Financial Officer or such higher position as you
should then hold with the Company of the successor’s business and the successor assumes or replaces
your Options, then your Options will continue to vest as provided above. If you are so employed
and your employment with the successor is terminated by the successor without Cause or by you for
Good Reason within twelve months of the effective date of such Change of Control your Options shall
vest and become exercisable.




     4. Bonus.



          Annual Bonus. You will be eligible to earn a target bonus of forty percent (40%) of your Base
Salary, based upon the achievement of Company and individual goals that will be determined by the
Company’s Board of Directors. The bonus, if any, will be determined and paid on an annual basis at
the sole discretion of the Board of Directors, at the time and manner to be determined by the Board
of Directors. You must be employed on the date that your bonus, if any, is to be paid in order to
earn and be eligible to receive the bonus.




     5. Benefits.



          (a) Standard. During the term of your employment, you will be eligible to participate in the
Company’s standard benefits covering Company employee executives at your level, as such may be in
effect from time to time. Upon your employment, you will be granted four (4) weeks of paid
vacation time.




 









 








Joe Slattery

April 13, 2010

Page 3




          (b) Relocation. In connection with your joining the Company we have agreed that you
shall move your permanent residence to the Raleigh/Durham, North Carolina area. In connection with
such move from your current principal residence in Maryland, the Company shall reimburse you for
all relocation expenses incurred during the twelve (12) month period commencing on April 19, 2010,
including (i) travel, lodging and ground transportation for at least two house hunting trips, each
of which may be for up to three (3) days, (ii) packing and moving all household goods, not
including items requiring special takedown or setup or special handling or transporting, (iii)
$75,000 of insurance covering household goods during the move, (iv) transportation of household
goods from your present residence in Maryland to your new home in Raleigh, North Carolina, (v) up
to 30 days of storage of your household goods, (vi) reasonable temporary housing expense for up to
sixty (60) days and one trip returning to your current residence for every three weeks of temporary
residency, (vii) reimbursement for reasonable and customary realtor commissions and conventional
closing costs for the sale and purchase of new homes of equivalent values, (viii) a $12,000 stipend
for miscellaneous costs associated with moving into a new home, such as utility and
telecommunication hookups, and (ix) tax “gross-up” payment for any incremental personal Federal and
state tax liability associated with moving expenses reimbursed. Please remember that all expenses
for relocation will require proper receipts and prior approval from the CEO to qualify for
reimbursement. Should you resign your employment with the Company during the first twelve (12)
months of your employment one hundred percent (100%) of your relocation costs paid to you or on
your behalf will be refunded to the Company by you, unless such resignation is for Good Reason as
defined below. In the event you resign your employment with the Company during the period from
twelve (12) months to twenty-four (24) months after your commencement date you will reimburse to
the Company fifty percent (50%) of the relocation expense paid to you or on your behalf unless you
resign for Good Reason as defined below.




     6. Definitions.



          (a) Cause. For purposes of this offer letter, “Cause” shall mean: (1) your gross
negligence in the performance of or failure to perform the duties and obligations of your position
with the Company or under this offer letter (for reasons other than death or Disability), which
gross negligence, if curable within the discretion of the Company’s Board of Directors, is not
cured to the reasonable satisfaction of the Company’s Board of Directors within thirty (30) days
after receipt of written notice from the Board of Directors of such failure; (ii) any act of
personal dishonesty, fraud, embezzlement, misrepresentation, or any unlawful act committed by you
that results in your substantial gain or personal enrichment at the expense of the Company; (iii)
your violation of a federal or state law or regulation applicable to the Company’s business; (iv)
your violation of or a
plea of nolo contendere or guilty to, a felony under the laws of the United States or any
state; or (v) your material breach of the terms of this offer letter or the Confidentiality
Agreement.




          (b) Change of Control. For purposes of this offer letter, “Change of Control” shall
mean the occurrence of any of the following events:




               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities, except that any
change in the beneficial ownership of the securities of the Company as a result of an equity
financing



 









 





Joe Slattery

April 13, 2010

Page 4



of the Company that is approved by the Company’s Board of Directors, shall not be deemed to
be a Change in Control; or




               (ii) The consummation of the sale or disposition by the Company of all or substantially all of
the Company’s assets; or



               (iii) The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or consolidation.



          (c) Disability. For purposes of this offer letter, “Disability” shall mean that you,
at the time notice is given have been unable to substantially perform your duties of your position
with the Company or under this offer letter for not less than one-hundred and twenty (120) work
days within a twelve (12) consecutive month period as a result of your incapacity due to a physical
or mental condition and, if reasonable accommodation is required by law, after any reasonable
accommodation.




          (d) Good Reason. For purposes of this offer letter and prior to a Change of Control, “Good
Reason” shall mean, without your written consent: (i) there is a material reduction of the level
of your compensation (excluding any bonuses) (except where there is a general reduction applicable
to the management team generally); (ii) there is a material reduction in your overall
responsibilities or authority, or scope of duties; or (iii) there is a material change in the
geographic location at which you must perform your services; provided however, that in no instance
will such a relocation to an office location fifty (50) miles or less from the Company’s current
office location or a relocation that does not require you to move from your anticipated new home in
Raleigh, North
Carolina be deemed material for purposes of this offer letter. For purposes of this offer
letter and after a Change of Control but prior to the expiration of the twelve months after the
Change of Control, “Good Reason” shall mean, without your written consent: (i) there is a
material reduction of the level of your compensation (excluding any bonuses) below the amount set
forth in the first sentence of Section 2 above; (ii) you are not the Chief Financial Officer of the
successor’s business; or (iii) there is a material change in the geographic location at which you
must perform the your services after the Change of Control; provided however, that in no instance
will such a relocation to an office location fifty (50) miles or less from the Company’s office
location immediately preceding the Change of Control or a relocation that does not require you to
move from your anticipated new home in Raleigh, North Carolina be deemed material for purposes of
this offer letter.




     7. Immigration Laws. For purposes of federal immigration laws, 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 within three (3) business days of the effective
date of your employment, or your employment relationship with the Company may be terminated. You
understand and agree that any termination under this Section 10 for failure to properly provide the
requested documentation shall be considered the same as a termination for Cause under this offer
letter.



 









 





Joe Slattery

April 13, 2010

Page 5




     8. Employee Proprietary Information Agreement. As a condition of this offer of
employment, you will be required to complete, sign and return the Company’s standard form of
At-Will Employee Confidential and Proprietary Information Agreement (the “Confidentiality
Agreement”). A copy of the Confidentiality Agreement is attached hereto as Exhibit A.



     9. General. This offer letter, the Confidentiality Agreement and the stock option agreement
(as approved by the Board of Directors) covering the Option Grant, when signed by you, set forth
the terms of your employment with the Company and supersede any and all prior representations and
agreements, whether written or oral. In the event of a conflict between the terms and provisions
of this offer letter and the Confidentiality Agreement and the stock option agreement, the terms
and provisions of the Confidentiality Agreement and the stock option agreement will control. Any
amendment of this offer letter or any waiver of a right under this offer letter must be in a
writing signed by you and an officer of the Company or a member of the Company’s Board of Directors
(other than yourself). North Carolina law will govern this offer letter.



     We look forward to you joining the Company. If the foregoing terms are agreeable, please
indicate your acceptance by signing this offer letter and returning it to me, along with your
completed and signed Confidentiality Agreement.



[Signature pages to follow]









 









 








	 	 	 	 	 
	 	Sincerely,



TRANS1 INC.

 	 
	 	By:  	/s/ Richard Randall 	 
	 	 	Richard Randall, Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 

	AGREED TO AND ACCEPTED:
	 	 
	 
	 	 
	“Employee”
	 	 
	 
	 	 
	 
	 	 
	/s/ Joseph P. Slattery
 

Joseph P. Slattery

	 	 






Signature Page to Employment Offer Letter




 









 








Exhibit A




Confidentiality Agreement