Exhibit 10.19


 


 


 


	March 18, 2019	




 


Melissa Beleen


209 Beacon Falls Court


Cary, NC 27519


 


Dear Melissa:


 


We are delighted to
offer you a position as the Vice President of Clinical Operations for Incysus Therapeutics, Inc. (“Incysus” or “Company”)
in our Birmingham, AL office. The terms of our offer are conditioned on you commencing your employment with us no later than April
I, 2019 (the “Start Date”).


 


I.                   
COMPENSATION


 


A.                 
You will receive a salary at the annualized rate of $208,000.00, less all applicable withholdings and payable in accordance
with current payroll practices in effect. Should the Company make an initial public offering, Incysus will, at that time and in
its sole discretion, increase your annual salary to what is a competitive market rate at that time for companies with a comparable
pre-IPO valuation, structure, and design.


 


B.                 
You will also be eligible to earn an annual discretionary bonus (in the form of cash and/or equity at the Company’
s sole discretion) with a target amount equal to 20% of your base salary. The amount of this bonus will be based, in part, on your
performance and the annual performance of the Company during the calendar year. Any equity and/or option-based compensation will
be subject to time-based and/or milestone-based vesting in addition to other terms and conditions below. The Company will pay you
this bonus, if any, by no later than March 15th of the following calendar year. The bonus is not earned until paid and no pro-rated
amount will be paid if your employment terminates for any reason prior to the payment date.


 


C.                 
Upon your Start Date, subject to the approval of the Incysus Board of Directors, the Company will grant you an option to
purchase 107,354 shares of Company Common Stock at the fair market value as determined by the Board as of the date of grant (the
 “Option”). The anticipated Option grant will be governed by the terms and conditions of the Company’s 2018 Equity
Incentive Plan (the “Plan”) and your grant agreement, and will include time-based vesting, as described below. No right
to any stock or option is earned or accrued until such time that vesting occurs, nor does this grant confer any right to continued
vesting or employment. The terms of this Option grant are as follows: one-fourth 1/4th of the shares vest one year and a day after
the vesting commencement date, and none before such date; the balance of the shares vest in a series of 36 successive equal monthly
installments measured from the day after the first anniversary of the vesting commencement date, subject to your continuous service
as of each such date.


 


D.                 
During your employment, you will be eligible to participate in the standard benefits and Paid Time Off plans offered to
similarly situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies.
A full description of these benefits is available upon request. The Company may change compensation and benefits from time to time
in its discretion. You will also be eligible to enroll and participate in the Company’s 401(k) Plan as administered by Transamerica
(www.ta-retirement.com).


 


E.                  
The Company will reimburse you for all reasonable business expenses you incur in conducting your duties hereunder, pursuant
to the Company’s usual expense reimbursement policy.


 






    79
                                         Madison Avenue, New York, NY 10016 ·
                                         +1 646.600.6GDT
                                         ·
                                         lnfo@incysus.com


 


     


    

 





II.                 
 TERMINATION


 


The periodic salary
payments described above do not affect your status as an at-will employee of Incysus. The Company may terminate your employment,
for any reason or no reason at all, without notice or further obligation hereunder. As a Vice President, you are required to provide
at least 60 days’ written notice of your intention to terminate your employment (the “Notice Period”). However,
if, at the time of your termination, your title is other than a Vice President, the amount of notice you are required to give will
be governed by Incysus’ policies in effect at the time. Your fiduciary duties and your obligations to Incysus as an employee
will continue, and you will cooperate in the transition of your responsibilities. Incysus shall have the right, in its sole discretion,
to direct that you no longer come in to the office during the Notice Period or to shorten the Notice Period.


 


III.               
CONFIDENTIALITY AGREEMENT


 


In connection with
your employment with the Company, you will receive and have access to Company confidential information and trade secrets. Accordingly,
enclosed with this offer letter is an Employee Confidential Information and Inventions Assignment Agreement (“CUA”)
which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information
and trade secrets, among other obligations. Please review the CIIA and only sign it after careful consideration.


 


IV.               
CONFIDENTIALITY


 


You agree to keep,
and to instruct any counsel representing you in your negotiations with the Company to keep, this offer letter and its terms strictly
confidential and not to disclose or discuss this offer letter, its terms, or any of the discussions relating to it, with anyone;
provided, however, that you may: (1) discuss this offer letter and its terms with your counsel, immediate family, and financial
and tax advisors; or (2) disclose this offer letter and its terms as mandated by legal process or by law. In addition, you agree
to inform any prospective employer’s General Counsel, Head of Human Resources, or if no such positions exist, your hiring
contact, of your post-employment obligations to Incysus. You agree that prior to disclosing this offer letter or its terms to a
third party, you will advise the third party of the confidentiality obligations set forth in this Section and instruct the third
party to keep this Offer Letter and its terms strictly confidential.


 


V.                 
PRE-EMPLOYMENT REQUIREMENTS


 


We ask that, if you
have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect
your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding
that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case.
Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation,
consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved
during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.
Similarly, you agree not to bring any third-party confidential information to the Company, including that of your former employer,
and that you will not in any way utilize any such information in performing your duties for the Company.


 


The Company reserves
the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore,
is contingent upon a clearance of such a background investigation and/or reference check, if any. You agree to assist as needed
and to complete any documentation at the Company’s request to meet these conditions.


 


For purposes of federal
immigration law, 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 to us within three (3) business days of your date of hire, or our employment
relationship with you may be terminated.


 






    79
                                         Madison Avenue, New York, NY 10016 ·
                                         +1 646.600.6GDT
                                         ·
                                         lnfo@incysus.com


 


     


    

 





VI.               
 ARBITRATION


 


To ensure the timely
and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree
that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation,
execution, or interpretation of this letter agreement, the PIIA, or your employment, or the termination of your employment, including
but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to
the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in New York,
New York by Judicial Arbitration and Mediation Services Inc. (“JAMS” ) under the then applicable JAMS
rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration
provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will
be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve
any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes
of action under this provision, whether by you or the Company, must be brought in an individual capacity, and shall not be brought
as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with
the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and
may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class
claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought
on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that you will have the
right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration
under this agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear
on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery
for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration
decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized
to award any or all remedies that you or the Company would be entitled to seek in a court of law. You and the Company shall equally
share all JAMS’ arbitration fees. Each party is responsible for its own attorneys’ fees, except as expressly set forth
in your PIIA. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief
in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations
may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable
law prohibits mandatory arbitration of sexual harassment claims, in the event you intend to bring multiple claims, including a
sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject
to mandatory arbitration.


 


VII.            
MISCELLANEOUS


 


This letter, along
with any agreements relating to proprietary rights between you and the Company, constitutes the entire agreement between you and
Incysus with respect to the subject matters referred to herein, and supersedes all prior or contemporaneous negotiations, promises,
covenants, agreements and representations of every kind or nature with respect thereto, all of which have become merged and finally
integrated into this agreement. The provisions in this agreement are severable. Any provisions in this agreement held to be unenforceable
or invalid in any jurisdiction shall not affect the enforceability of the remaining provisions of this agreement. In addition,
if any provision of this agreement is held to be excessively broad as to degree, 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.


 


If you fail to commence
employment by the Start Date, this offer will become null and void. If the above terms are acceptable to you, we request that you
signify your acceptance of the terms of this letter by signing and dating the copy enclosed and returning it to Incysus.


 









    79
                                         Madison Avenue, New York, NY 10016 ·
                                         +1 646.600.6GDT
                                         ·
                                         lnfo@incysus.com


 


     


    

 


	Sincerely,
	 
	/s/ William T. Ho
	William T. Ho,
	Chief Executive Officer





 


AGREED TO AND ACCEPTED BY:


 


	/s/ Melissa Beleen	 	19 March 2019
	Melissa Beleen	 	DATE  




 


Enclosures


Duplicate Original Letter


Employee Confidential
Information and Inventions Assignment Agreement




 






    79
                                         Madison Avenue, New York, NY 10016 ·
                                         +1 646.600.6GDT
                                         ·
                                         lnfo@incysus.com