exv10w19






EXHIBIT 10.19




August 2, 2010




Mr. Bob Stockman




Dear Bob:




On behalf of the Board of Directors of REVA Medical, Inc. (the “Company”), I am pleased to offer
you the position of Chief Executive Officer of the Company, reporting directly to the Company’s
Board of Directors (the “Board”). In addition, as CEO, you will continue as a Director of the
Company. The terms of the offer of employment are the following:





	 	1.	 	Start Date: Your position will be as a full-time employee commencing on August 2,
2010.






	 	2.	 	Salary: The Company will pay you an annual salary of $325,000.00 to be paid monthly
in accordance with the Company’s standard payroll policies (subject to normal required
withholding) and will be reviewed annually by the Compensation Committee of the Board.






	 	3.	 	Targeted Bonus: You will be eligible to receive a discretionary annual bonus targeted
for 30% of your annual salary. For 2010, your bonus payment will be prorated based on your
start date.






	 	4.	 	Equity: Upon commencement of your employment, the Company will recommend that its
Board of Directors grant you an option representing the right to purchase 3% of the fully
diluted ownership of the Company in shares of Common Stock. The option will be granted
as an incentive stock option to the maximum extent possible. For this purpose, “fully
diluted capitalization” includes all outstanding shares of capital stock plus all shares
subject to issuance under outstanding options or warrants. The option grants will have an
exercise price equal to the fair market value of such Common Stock on the date of Board
approval. The initial option grant is immediately exercisable and will vest 25% on your
one-year anniversary of employment with the Company, and then at a
rate of 1/36th per
month thereafter, with the option being fully vested after four (4) years from your date
of hire. In the event that you choose to early exercise your option, the Company will
have a right to repurchase any unvested shares at the lesser of cost or fair market value
at the time of repurchase in the event of termination of your employment relationship.






	 	5.	 	Severance: In the event that your employment is terminated without Cause as defined
in this letter, you will be entitled to receive six months of base salary and COBRA
(medical and dental insurance coverage) as severance, in exchange for your signature on a
severance agreement and general release (“Severance Agreement”). For purposes of this
letter, Cause is defined as: (i)





 









 





	 	 	 	willful failure by the Employee to substantially perform his duties hereunder, other than a
failure resulting from the Employee’s complete or partial incapacity due to physical or
mental illness or impairment, (ii) a willful act by the Employee which constitutes gross
misconduct and which is injurious to the Company, (iii) a willful breach by the Employee of
a material provision of this Agreement, (iv) a material and willful violation of a federal
or state law or regulation applicable to the business of the Company, or (v) termination of
your employment in connection with the bankruptcy, insolvency, liquidation, or similar
winding-up of the business of the Company. No severance benefits would be paid or provided
to the Employee under this offer of employment on account of a termination for Cause.






	 	6.	 	Change of Control: During your employment with the Company, if a Change in Control of
the Company occurs, and if you resign for Good Reason or are terminated without cause
within one year following such Change in Control, then you will receive immediate vesting
of any outstanding stock options. “Change in Control” shall mean a merger, acquisition or
other transaction in which the owners of at least 51% of the outstanding stock of the
Company are different after such transaction than before such transaction. “Good Reason”
shall mean solely and specifically: (i) any material reduction in your base salary or any
guaranteed bonus, (ii) a material diminution of your job duties or responsibilities, or
(iii) a change in the location of your employment of more than 20 miles (which is
material) from its current location unless such relocation is within 50 miles of your
principal residence.






	 	7.	 	Notice and Opportunity to Cure: Notwithstanding the foregoing, in order to terminate
your employment for Good Reason (i) you shall first give the Company written notice
stating with reasonable specificity the basis for the termination with Good Reason, and
(ii) give the Company a period of thirty (30) days to cure or remedy the problem, unless
such problem cannot be cured or remedied within thirty (30) days, in which case the period
for remedy or cure shall be extended for a reasonable time (not to exceed an additional
thirty (30) days).






	 	8.	 	Living and Relocation Expenses: The Board understands that you will be commuting to
corporate headquarters in San Diego, CA from your home in Princeton, NJ. The Company
shall provide up to $2,500 per month for hotel expenses to accommodate your regular visits
to headquarters. In addition, the Company will budget $6,000 per month to reimburse your
travel from your residence to headquarters and back.






	 	9.	 	Benefits: You shall be entitled the Company’s basic employment benefits available to
all Company Employees. Details of the Company’s benefits will sent to you under separate
cover.




 









 












	 	10.	 	At-Will Employment: . Your employment with the Company will be
“at-will,” meaning that either you or the Company will be entitled to terminate your
employment at any time and for any or no reason, with or without cause. Although your job
duties, title, compensation and benefits, as well as the Company’s personnel policies and
procedures, may change from time to time, the “at will” nature of your employment may only
be changed in an express written agreement signed by you and a duly authorized officer of
the Company. Your participation in any stock purchase or benefit program is not to be
regarded as assuring you continuing employment for any particular period of time.






	 	11.	 	Outside Activities: While you render services to the Company, you will not engage in
any other gainful employment, business or activity without the written consent of the
Company. While you render services to the Company, you also will not assist any person or
organization in competing with the Company, in preparing to compete with the Company or in
hiring any employees of the Company. During the term of your employment by the Company,
except on behalf of the Company, you shall not directly or indirectly, whether as an
officer, director, stockholder, partner, proprietor, associate, representative,
consultant, or in any capacity whatsoever engage in, become financially interested in, be
employed by or have any business connection with any other person, corporation, firm,
partnership or other entity whatsoever which were known by you to compete directly with
the Company, throughout the world, in any line of business engaged in (or planned to be
engaged in) by the Company; provided, however, that anything above to the contrary
notwithstanding, you may own, as a passive investor, securities of any competitor
corporation, so long as your direct holdings in any one such corporation shall not in the
aggregate constitute more than 1% of the voting stock of such corporation. The Company
understands that you currently serve and will continue to serve on the board of directors
of 4 private companies, one public company and a family investment trust. You shall not
serve on any additional board of directors without seeking approval from the REVA Board of
Directors.






	 	12.	 	Eligibility for Employment: For purposes of federal immigration law, you will be
required to provide documentary evidence of your identity and eligibility for employment
in the United States. Such documentation must be provided to us within three (3) business
days of your date of hire, or our employment relationship with you may be terminated.






	 	13.	 	Agreements: You will sign the Company’s standard Employee Agreement (which will also
be provided to you shortly) prior to the initiation of your employment. In addition, you
will abide by the Company’s policy that prohibits any new employee from bringing with him
or her from any previous employer any confidential information, trade secrets, or
proprietary materials or processes of such former employer. You will agree to follow the





 









 





	 	 	 	Company’s policy that employees must not disclose any information regarding salary,
bonuses, or stock purchase or option allocations to other employees, either directly or
indirectly.





Again, Bob, let me indicate how pleased we all are to extend this offer letter, and how much I
look forward to working with you to make REVA Medical a success.




Very truly yours,




/s/ Gordie Nye

Gordie Nye

Director

REVA Medical




	 	 	 	 	 
	 	 	 
	 	Accepted:	 	   /s/ Bob Stockman
 	 
	 	 	 	Bob Stockman 	 
	 	 	 
	 



Date: August 2, 2010