EX-10.4



 Exhibit 10.4 

 
 



 
 400 East Jamie Court. Suite 102 

South San Francisco, CA 94080 
 PHONE
(650) 741·0900 
 FAX (650) 741·0901 

MYOKARDIA.COM 
 September 19, 2013 

Anastasios Gianakakos 
  

	Re:	Employment by Myokardia, Inc. 

 Dear Tassos: 

Myokardia, Inc. (the “Company”) is pleased to confirm its offer to employ you as Chief Executive Officer (CEO). As CEO you will be reporting to the
Myokardia Board of Directors (BOD). 
 In the role of CEO, you will: 
  

	 	•	 	Work with the BOD and senior management to formulate and communicate a compelling vision and strategic direction and value creation plan for the company; evaluate alternative strategies; identify competitive issues;
capitalize on platform technology and develop and implement operating plans to achieve objectives. 

  

	 	•	 	Oversee all company activities to ensure Myokardia meets its research, development, and financial milestones and all other objectives including clinical, regulatory, and business development. 


 

	 	•	 	Develop and maintain strategic partnerships with external companies, overseeing critical activities to ensure research and development commitments and related projects are fulfilled. 


 

	 	•	 	Serve as the primary spokesperson for company, establishing and communicating the company’s image, and enhancing its visibility among potential partners. 


 

	 	•	 	Build additional organizational experience within the management team. Work with the Board and senior management team to manage uncertainty while maintaining an entrepreneurial environment. 


 

	 	•	 	Ensure that qualified research and development and managerial personnel are attracted and retained; manage performance by providing feedback, teaching and development opportunities. 









	 	•	 	Represent Myokardia in scientific conferences, presentations, industry and investment groups. 

  

	 	•	 	Build and maintain solid working relationships with key opinion leaders and investors. 

  

	 	•	 	Foster an internal atmosphere that supports individual accountability, transparency, open communication and respect to enable employees to focus on the Company’s mission. 


Your effective date of hire as a regular employee (the “Start Date”) will be October 14, 2013. 

Your compensation for this position will be at the rate of $375,000 per year, payable monthly in accordance with the Company’s normal pay schedule. You
will be eligible to participate each year in the Company’s annual target bonus pool plan of up to 35% of your base salary based upon achievement of both corporate and personal goals, as agreed to between you and the BOD. You must be employed on
the date on which the annual bonus is paid in order to receive it. 
 As a full time employee, you may participate in any and all bonus and benefit programs
that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of the plan documents governing those programs). Current benefits include participation in a company
sponsored health care plan, dental plan, 401k plan, and 20 days of paid vacation. The Company, however, reserves the right to modify, terminate, or replace its employee benefit plans and policies. 

Subject to approval by the Company’s Board of Directors, the Company will grant to you an option to purchase 2,517,000 shares of the
Company’s Common Stock. The Option will be granted following the commencement of your employment. The exercise price of the Option will be at least equal to the fair market value of the Company’s common stock on the date of grant, and the
Board of Directors may elect to seek a third party valuation of such fair market value, which could delay the date that the Option is granted. The Option will be subject to the terms and conditions of the Company’s then-current stock option
plan and form of stock option agreement. These options will vest as follows: one quarter of the shares will vest on the first anniversary of the Start Date, and following that, 1/36th of the
shares will vest on a monthly basis, in arrears. 
 Each of the Options will be exercisable at a price per share equal to the fair market value per share of
the Company’s shares of Common Stock on the date on which the Board approves your Option grants. The Board will approve your Options at the first regularly scheduled meeting of the Board that is held after you commence employment with the
Company. You will be required to execute Stock Option Agreements as a condition to receiving the options. 
 You will perform your services from the
Company’s offices in South San Francisco, CA. It is understood that you are an “at-will” employee. You are not being offered employment for a definite period of time, and either you or the Company may terminate the employment
relationship at any time and for any reason, with or without cause or prior notice and without additional compensation to you. 







 Enclosed for your review is a “Non-Solicitation, Confidentiality and Assignment Agreement” (the
“Agreement”). 
 This offer of employment is conditioned on your willingness to sign and abide by the terms of the Agreement. You will be expected
to sign the Agreement before you report for work. 
 In making this offer, the Company understands, and in accepting it you represent that you are not under
any obligation to any former employer or any person or entity which would prevent, limit, or impair in any way the performance by you of your duties as an employee of the Company. 

The Immigration Reform and Control Act requires employers to verify the employment eligibility and identity of new employees. You will be required to complete
a Form I-9 which will be provided to you before the Start Date. Please bring the appropriate documents listed on that form with you when you report for work. We will not be able to employ you if you fail to comply with this requirement. Also, this
offer is subject to satisfactory reference checks if necessary. 
 This letter agreement and the Agreement referenced above constitute the complete
agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter
agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company, although your job duties, title, reporting relationship, compensation and benefits may change from time
to time, at the Company’s option. 
 Please indicate your acceptance of this offer by signing and returning the enclosed copy of this letter no later
than 5pm ET on September 27, 2013. 
 Please indicate your acceptance of this offer by signing and returning a copy to Christine McKinley. We
look forward to your joining the Company and are pleased that you will be working with us. 
 Very truly yours, 

 

	
	 /s/ Kevin Starr

	 By: Kevin Starr

	 Title: Partner, Third Rock Ventures, Inc.


 Accepted and Agreed: 
  

	
	 /s/ Anastasios Gianakakos

	Anastasios Gianakakos








 MyoKardia, Inc. 

Employee Confidentiality and Assignment Agreement 

In consideration and as a condition of my employment or continued employment by MyoKardia, Inc. (the
“Company”), I agree as follows: 

 

 1. Proprietary Information. I agree that all information, whether or not in writing, concerning
the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Proprietary Information”) is and will be the exclusive property of the Company.
By way of illustration, Proprietary Information may include information or material which has not been made generally available to the public, such as: (a) corporate information, including plans, strategies, methods, policies,
resolutions, negotiations or litigation; (b) marketing information, including strategies, methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or
projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data and price lists; and (d) operational and technological
information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions, improvements, concepts and ideas; and (e) personnel information, including personnel
lists, reporting or organizational structure, resumes, personnel data, compensation structure, performance evaluations and termination arrangements or documents. Proprietary Information also includes information received in confidence by the Company
from its customers or suppliers or other third parties. 
 2. Recognition of Company’s Rights. I will not, at any time, without the
Company’s prior written permission, either during or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance
of my duties as an employee of the Company. I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies of Proprietary Information in my
possession or control upon the earlier of a request by the Company or termination of my employment. 
 3. Rights of Others. I understand that
the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of proprietary information. I agree to be bound by the terms of such
agreements in the event I have access to such proprietary information. 
 4. Commitment to Company; Avoidance of Conflict of Interest. While
an employee of the Company, I will devote my full-time efforts to the Company’s business and I will not engage in any other business activity that conflicts with my




 
duties to the Company. I will advise the chief executive officer of the Company or his or her nominee at such time as any activity of either the Company or another business presents me with a
conflict of interest or the appearance of a conflict of interest as an employee of the Company. I will take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist. 

5. Developments. I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods,
modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, mask works, graphics or images, and audio or visual works and other works of authorship (collectively “Developments”),
whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment. I acknowledge that all work performed by me is on a
“work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all my right, title and interest in all
Developments that (a) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such
products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company
(“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide
and under any international conventions (“Intellectual Property Rights”). 
 To preclude any possible uncertainty, I have set forth on
Exhibit A attached hereto a complete list of Developments that I have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with the Company that I consider to be my
property or the property of third parties and that I wish to have excluded from the scope of this Agreement (“Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I
understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions
has not been made for that reason. I have also listed on Exhibit A all patents and patent applications in which I am named as an inventor, other than those which have been assigned to the


 









 
Company (“Other Patent Rights”). If no such disclosure is attached, I represent that there are no Prior Inventions or Other Patent Rights. If, in the course of my employment with
the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for the Company, I hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to
sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the
Company’s prior written consent. 
 As required pursuant to Section 2872 of the California Labor Code (a copy of which is attached as
Exhibit B), I acknowledge that the Company has notified me that the provisions of this paragraph 5 do not apply to an invention which qualifies fully under the provisions of Section 2870 of the California Labor Code. Specifically,
such provisions do not apply to, and I am not required to transfer to the Company, any invention developed entirely on my own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those
inventions that either (a) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work
performed by me for the Company. However, I will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. I understand that to the extent this Agreement is required to be
construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 5 will be interpreted not to apply to any invention which a court
rules and/or the Company agrees falls within such classes. I also hereby waive all claims to any moral rights or other special rights which I may have or accrue in any Company-Related Developments. 

6. Documents and Other Materials. I will keep and maintain adequate and current records of all Proprietary Information and Company-Related
Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. 
 All
files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other
tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any
property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or
without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts,




 
quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and
other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies. 

7. Enforcement of Intellectual Property Rights. I will cooperate fully with the Company, both during and after my employment with the Company,
with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright
applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the
Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any
and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. 
 8.
Non-Solicitation. 
 During my employment and for a period of one year following the termination of my employment for any reason (the
“Restricted Period”), I will not directly or indirectly solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly
or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. I acknowledge and agree that if I violate any of the provisions of
this paragraph 8, the running of the Restricted Period will be extended by the time during which I engage in such violation(s). 
 9. Government
Contracts. I acknowledge that the Company may have from time to time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during
the course of work under such agreements or regarding the confidential nature of such work. I agree to comply with any such obligations or restrictions upon the direction of the Company. In addition to the rights assigned under paragraph 5, I also
assign to the Company (or any of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies.

 10. Prior Agreements. I hereby represent that, except as I have fully disclosed previously in writing to the Company, I am not bound by the
terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary


 









 
information in the course of my employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. I further
represent that my performance of all the terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust prior
to my employment with the Company. I will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. 

11. Remedies Upon Breach. I understand that the restrictions contained in this Agreement are necessary for the protection of the business and
goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to
such other remedies which may be available, will be entitled to specific performance and other injunctive relief, without the posting of a bond. I further agree that if any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and disbursements in addition to any other relief to which such party may be entitled. 

12. Use of Voice, Image and Likeness. I give the Company permission to use any and all of my voice, image and likeness, with or without using my
name, in connection with the products and/or services of the Company, for the purposes of advertising and promoting such products and/or services and/or the Company, and/or for other purposes deemed appropriate by the Company in its reasonable
discretion, except to the extent expressly prohibited by law. 
 13. Publications and Public Statements. I will obtain the Company’s
written approval before publishing or submitting for publication any material that relates to my work at the Company and/or incorporates any Proprietary Information. To ensure that the Company delivers a consistent message about its products,
services and operations to the public, and further in recognition that even positive statements may have a detrimental effect on the Company in certain securities transactions and other contexts, any statement about the Company which I create,
publish or post during my period of employment and for six (6) months thereafter, on any media accessible by the public, including but not limited to electronic bulletin boards and Internet-based chat rooms, must first be reviewed and approved
by an officer of the Company before it is released in the public domain. 
 14. No Employment Obligation. I understand that this Agreement
does not create an obligation on the Company or any other person to continue my employment. I acknowledge that, unless otherwise agreed in a formal written employment agreement signed on behalf of the Company by an authorized officer, my employment
with the Company is at will and therefore may be terminated by the Company or me at any time and for any reason, with or without cause.



 15. Survival and Assignment by the Company. I understand that my obligations under this Agreement
will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement
will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. The Company will have the right to assign this Agreement to its affiliates,
successors and assigns. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be
resigned at the time of such transfer. 
 16. Disclosure to Future Employers. I will provide a copy of this Agreement to any prospective
employer, partner or coventurer prior to entering into an employment, partnership or other business relationship with such person or entity. 
 17.
Severability. In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall
for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then
appear. 
 18. Interpretation. This Agreement will be deemed to be made and entered into in the State of California, and will in all respects
be interpreted, enforced and governed under the laws of the State of California, without regard to conflict of law principles. 

 








 I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT
CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY. 
 IN WITNESS WHEREOF, the undersigned has executed this agreement as a
sealed instrument as of the date set forth below. 
  

			
	Signed:	 	  

		
	Date:	 	  









 EXHIBIT A 

MyoKardia, Inc. 
 333 Allerton Avenue 

South San Francisco, CA 94080 USA 
 Attention: Board of Directors

 Directors: 
 The following is a complete list of all Prior
Inventions (as defined in paragraph 5 of the attached Employee Confidentiality and Assignment Agreement): 
  

					
	  
	 	No Prior Inventions or Patent Rights	  	
			
	  
	 	Prior Inventions (listed below)	  	

  

	
	  

	
	  

	
	  

	
	  



 

					
	  
	 	Number of additional sheets attached	  	

  

			
	Very truly yours,
	
	  

	Employee Signature
	
	  

	Employee Name
	
	  

	Date









 EXHIBIT B 

California Labor Code – CAL. CIV. Code 2872 
 If an
employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the
agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall
be on the employee claiming the benefits of its provisions.