EX-10.8



 EXHIBIT 10.8 
  





 
  
  

September 20, 2016 
 Personal & Confidential 

Stephen Hurly 
 411 Washington Ave. 

Haddonfield, NJ 08033 
 Dear Stephen: 

It is my pleasure to offer you the position of President and Chief Executive Officer for Eleven Biotherapeutics, Inc. (“the Company” or “Eleven
Bio”) reporting to the Board of Directors (the “Board”). This letter summarizes important details about your employment, should you accept this offer. This letter agreement shall be effective only upon the date of the
closing (such closing date, the “Effective Date”) of the acquisition by the Company of Viventia Bio Inc. (“Viventia”) pursuant to a Share Purchase Agreement (the “Agreement”), by and among the Company, Viventia,
the shareholders of Viventia named on the signature pages thereto and, for certain limited purposes, Clairmark Investments Ltd, pursuant to which Agreement, the Company will acquire all of the outstanding equity interests in Viventia and Viventia
will become a wholly-owned subsidiary of the Company (the “Transaction”). If the Transaction does not occur by September 23, 2016, this letter agreement shall be null and void. 

1. Title, Position and Duties: You will hold the position of President and Chief Executive Officer with the Company, and you will report
to the Board. You will have such duties and responsibilities as are usually performed by the President and Chief Executive Officer of a Delaware corporation, including such duties as are reasonably and appropriately delegated to you from time to
time by the Board, consistent with your position as President and Chief Executive Officer, and you will have the authority and resources consistent with such positions, subject to adjustments in resources consistent with normal operating decisions
of a board of directors in the event of changes in strategy or programs or any other changes to resources that are reasonable in light of the Company’s then current financial condition. The Company will not assign any position, title, duties,
or responsibilities to you that are inconsistent with the position of President and Chief Executive Officer. 
 2. Full-Time and Best
Efforts: As Eleven Bio’s President and Chief Executive Officer, which is a full-time position, we expect that you will devote substantially all of your working time to the performance of your Company duties in a satisfactory manner and
to the best of your abilities at all times. You may continue to serve on the board of PHusis Therapeutics, as long as such activity does not pose an actual or apparent conflict of interest and does not interfere with the performance of your duties
to the Company. You shall not engage in any other business or occupation during your employment here, including, without limitation, any activity that conflicts with the interests of the Company, interferes with the proper and efficient
performance of your duties for the Company, or interferes with your exercise of judgment in the Company’s 

  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 

 best interests. Approval of the Board will be required for you to serve on other outside boards while you are
employed by the Company, including any outside for-profit boards, which approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, you will be permitted to serve as an officer, director or trustee of
any charitable, educational or non-profit organization, without the Company’s prior consent, provided that such services do not interfere with the performance of your duties to the Company or represent an actual or apparent conflict of interest
with your role at the Company. 
 3. Board: During the term of your service as Chief Executive Officer of the Company, you shall be
nominated for election to the Board. Your service as a member of the Board, which is subject to Board election and removal provisions under the Company’s charter and Delaware law, will terminate automatically upon the termination of your
employment with the Company for any reason. You agree to tender your written resignation from the Board, effective as of the date of termination of your employment, within 10 days following the date of such termination of employment. 

4. Compensation: You shall receive an annualized salary of $425,000, paid in accordance with the Company’s standard payroll
practices, and subject to all applicable tax reporting and withholding. Your salary will be reviewed not less frequently than annually and shall be subject to increase (but not decrease) from time to time, as determined by the Board. 

5. Annual Bonus: You will be eligible for an annual target bonus of up to 50% of your base salary, based upon achievement of both
corporate and individual goals, as agreed to between you and the Board. The determination of whether a bonus will be granted, and the amount of any such bonus, will be determined by the Company in its reasonable good faith discretion. All
annual bonuses, if any, will be payable no later than March 15 of the year following the year in which they were earned. Please note that you must be employed on the date bonuses, if any, are paid, in order to be eligible for such a
payment, as such bonuses also serve as retention incentives. 
 6. Stock Option: Subject to and upon approval by the Board, you will be
granted a nonstatutory stock option to purchase 350,000 shares of Common Stock, $0.001 par value per share, of the Company (the “Common Stock”), which option is granted pursuant to the inducement grant exception under Nasdaq Rule
5635(c)(4) and not pursuant to the Company’s 2014 Stock Incentive Plan (the “Plan”) or any other equity incentive plan of the Company, as an inducement that is material to your employment with the Company (the “Inducement
Grant”). The Inducement Grant shall have an exercise price equal to the closing price of the Common Stock on the NASDAQ Global Market on the date of such grant and shall vest as to 25% of the shares subject to such option on the first
anniversary of the date of grant of the option and as to an additional 6.25% of the shares underlying the option at the end of each successive three-month period thereafter until the fourth anniversary of the date of grant of the option. The
Inducement Grant shall be subject to such other terms as are customary for the Company’s options under the Plan and the previously approved form of stock option agreement under the Plan. The Board will consider annually whether to grant
additional equity awards to its employees and you will be eligible to be considered for such additional annual equity grants. 

  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 

 7. Employee Benefits; Expenses: The Company offers a comprehensive benefit package that
includes group health, dental and vision plans as well as life and disability and time-off benefits. Your eligibility to participate in these plans and receive benefits thereunder is subject to the plan documents governing such benefits.
Notwithstanding the foregoing, you understand and agree that nothing contained herein will require the Company to establish or maintain any fringe benefits and any such benefits may be modified, amended, terminated or cancelled at any time by the
Company in its sole and absolute discretion. 
 During your employment, the Company shall pay (or promptly reimburse you) for documented, out-of-pocket
expenses reasonably incurred by you in performing your job, which are consistent with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of
such expenses. 
 Please also note that all in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the
Company or incurred by you during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year
following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for
reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 

8. Vacation Time: As a full time employee of the Company, you are eligible for up to fifteen (15) paid vacation days that are accrued on
a monthly basis at a rate of 1.25 days (10 hours) per month of full time employment. The use of vacation is governed by the Company’s vacation pay policy. 

9. Term of Employment; Restrictive Covenant Agreement: It is important for you to understand that you are an employee “at
will”. This means that you have the right to terminate your employment relationship with Eleven Bio at any time for any or no reason. Similarly, the Company has the right to terminate its employment relationship with you at any time for any or
no reason. As a condition of your employment with the Company, you will be required to execute the enclosed Employee Non-Competition, Non-Solicitation, Confidentiality, and Assignment Agreement. Your employment and this letter will be
governed by the laws of Massachusetts. 

  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 

 10. Severance Benefits: Notwithstanding the foregoing, in the event that Eleven Bio
terminates your employment without “Cause” or you resign with “Good Reason” (each term as defined below and in either case a “Qualifying Termination”), you will be eligible for the benefits outlined in sub-paragraphs A
or B (the “Severance Benefits”), subject to the terms set forth in this letter: 
  

	 	A.	If a Qualifying Termination occurs: (i) Eleven Bio will pay you severance in the form of (1) continuation of your base salary for a total of twelve (12) months, such amount to be paid in accordance with the
Company’s then current payroll practices, except as otherwise specified in this letter, beginning on the Company’s first regular payroll date that occurs after the Payment Date (as defined below) and (2) an amount equal to your annual
target bonus payment (as described in section 5) for the year in which the termination of employment occurs, prorated for the portion of the year in which you are employed, to be paid on the first regular payroll date that occurs after the Payment
Date and (ii) subject to the terms and conditions provided for in COBRA, and subject to your timely election of COBRA and copayment of premium amounts at the active employee’s rate, the Company shall pay its then current share of premium
payments for group health and dental insurance after the termination date through (1) your severance period as outlined above, or (2) the date you become employed with benefits substantially comparable to the benefits provided under the
corresponding Company plan, or (3) the date you become ineligible for COBRA benefits; provided, however, that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Internal Revenue Code of 1986, as
amended (the “Code”) and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and
Education Reconciliation Act of 2010 or Section 105(h) of the Code. You shall be responsible for the entire COBRA premium should you elect to maintain this coverage after the earlier of the dates specified in sections 10.A.(ii)(1)-(3) above.


  

	 	B.	If a Qualifying Termination occurs within eighteen (18) months after a Change in Control Transaction (as defined below), then: (i) you will be eligible for the same severance payments and COBRA premium assistance as set
forth in sections 10.A.i-A.ii above, subject to the same terms, conditions, and limitations as described therein; (ii) in lieu of the prorated annual target bonus payment for which you are eligible under section 10.A.i above, Eleven Bio will pay to
you an amount equal to your annual target bonus payment (as described in section 5) for the year in which termination occurs, to be paid on the Company’s first regular payroll date that occurs after the Payment Date; and (iii) the vesting of
100% of your then outstanding unvested equity grants shall be accelerated, such that all unvested equity grants vest and become fully exercisable or non-forfeitable as of the termination date. 


  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 

 For the sake of clarity, it shall not be a “Qualifying Termination” if your employment terminates
because of your death or due to your suffering a Disability (as defined below). 
  

	 	C.	The Severance Benefits will be subject to the following terms: 

 i. Solely for purposes of
Section 409A of the Code, each salary continuation payment is considered a separate payment. 
 ii. Any severance or other benefits under
this offer letter will begin only upon the date of your “separation from service” (as defined under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)) which occurs on or after the date of termination of the employment.
To the extent that the termination of your employment does not constitute a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be
provided by you to the Company, or any of its parents, subsidiaries or affiliates, at the time your employment terminates), any severance benefits payable that constitute deferred compensation under Section 409A of the Code shall be delayed until
after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on your
part, but shall only act as a delay until such time as a “separation from service” occurs. 
 Further, if you are a “specified employee”
(as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date your separation from service becomes effective, any severance benefits payable hereunder that constitute non-qualified deferred
compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the date your separation from service becomes effective, and (ii) the date of your death, but only to the
extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date your separation from service becomes effective, and (B) your death, the Company shall pay
you in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid you prior to that date as described above. Neither the Company nor you shall have the right to accelerate or defer the
delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to you or any other person if any provision of
this Agreement is determined to constitute deferred compensation subject to Section 409A of the Code, but do not satisfy an exemption from, or the conditions of, Section 409A of the Code. 

iii. Eleven Bio’s obligations to make the above payments and provide the above benefits will be contingent upon your execution of and
compliance with a release of claims (the “Release”), which Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th ) day
following your termination of employment. The severance payments and benefits shall be paid or commence on the first payroll period following the date the waiver and release becomes effective (the “Payment Date”). Notwithstanding
the foregoing, if the 60th day following the date of termination occurs in the calendar year following the termination, then the 

  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 

 Payment Date shall be no earlier than January 1 of such subsequent calendar
year. In addition, you must comply with all post-employment obligations, including those in the Employee Non-Competition, Non- Solicitation, Confidentiality and Assignment Agreement that you shall sign as a condition of employment. 

iv. The Company’s obligations to pay or provide the Severance Benefits will be contingent upon your having tendered your resignation from
the Board (and any other boards on which you serve at the request of the Company), effective as of the date of termination. 
 v. You agree
to give prompt written notice of any reemployment during the Severance Period that results in eligibility for comparable medical and dental benefits. If the Company makes any overpayment of COBRA Benefits, you agree to promptly return any such
overpayment to the Company. The foregoing shall not create any obligation on your part to seek reemployment after the date of termination of your employment. 

11. Definitions: For purposes of this letter agreement, “for Cause” shall mean the Company has complied with the “Cause
Process”, as defined below, following your committing one or more of the following (each a “Cause Condition”): (i) an act of material dishonesty involving the Company, embezzlement, or misappropriation of assets or property of the
Company; (ii) gross negligence or willful misconduct in connection with the performance of your duties, theft, fraud or breach of fiduciary duty to the Company; (iii) your willful, sustained, or repeated failure to substantially perform the duties
or obligations of your position (other than due to illness or injury); (iv) a violation of federal or state securities law; (v) the conviction of a felony or any crime involving moral turpitude, including a plea of nolo contendere; (vi) a material
breach of any of the Company’s written policies related to conduct or ethics; or (vii) a material breach of your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement. 

“Cause Process” shall mean that (i) the Company reasonably determines, in good faith, that one of the Cause Conditions has occurred; (ii) the
Company notifies you in writing of the first occurrence of the Cause Condition within thirty (30) days of the Board becoming aware of such condition; (iii) the Company cooperates in good faith with your efforts, for a period not less than thirty
(30) days following such notice (the “Cause Cure Period”), to remedy the Cause Condition; (iv) notwithstanding such efforts, the Cause Condition continues to exist; and (v) the Company terminates your employment within thirty (30) days
after the end of the Cause Cure Period, provided that the Company will not be required to provide a Cause Cure Period in the event that a Cause Condition (x) is of the type described in clauses (iv) or (v) of the first sentence of this Section 11;
(y) is incapable of being cured; or (z) is required to be publicly disclosed under applicable securities law. 
 If you cure to the Company’s
satisfaction any Cause Condition during the applicable Cause Cure Period, Cause shall be deemed not to have occurred. If the Company is not required to provide a Cause Cure Period, the Cause Process will be satisfied if the Company notifies you in
writing of the first occurrence of the Cause Condition within thirty (30) days of the Board becoming aware of such condition and terminates your employment within thirty (30) days of such notice. You are eligible for no more than two
“cure” opportunities during your employment. 

  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 

 “Change in Control Transaction” shall mean (i) a merger or consolidation of the Company with or
into another corporation under circumstances where the stockholders of the Company immediately prior to such merger or consolidation do not own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power
of the Company or the surviving, resulting or parent corporation, as the case may be, (ii) a transfer of shares representing fifty percent (50%) or more of the voting power of the Company to any person who was not, on the Effective Date, a holder of
stock of any class or preference or any stock option of the Company, (iii) a liquidation of the Company, or (iv) a sale or other disposition of all or substantially all of the Company’s assets. 

“Good Reason” shall mean you have complied with the “Good Reason Process” as defined below, following the occurrence of one or more of the
following events: (i) any material diminution in your duties, authority or responsibilities, (ii) any material diminution in your base compensation; (iii) the relocation of your primary place of work more than fifty (50) miles from your primary
place of work for the Company on the Effective Date of this Agreement, or (iv) the material breach by the Company of any provision of this letter agreement or any other employment-related agreement between the Company and you (as defined below).

 “Good Reason Process” shall mean that (i) you reasonably determine in good faith that one of the foregoing “Good Reason” conditions
has occurred; (ii) you notify the Company in writing of the first occurrence of the Good Reason condition within thirty (30) days of the first occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a
period not less than thirty (30) days following such notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment within thirty
(30) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. 

“Disability” shall mean your inability (as determined by the Company in good faith) to perform the essential functions of your position due to
physical or mental disability (after taking into account the Company’s obligation to provide reasonable accommodations in accordance with the Americans with Disabilities Act of 1990 or analogous state law), which continues for a period of 90
days (whether or not consecutive) during any 12-month period. In connection with any determination regarding your possible Disability, you shall have the right to provide to the Company, and the Company shall consider in good faith, any
physical or mental evaluation performed by a competent physician of your selection. 
 12. Modified Section 280G
Cutback: Notwithstanding any other provision of this Agreement, except as set forth in Section 12.B, in the event that the Company undergoes a “Change in Ownership or Control” (as defined below), the following provisions shall
apply: 
  

	 	A.	The Company shall not be obligated to provide to you any portion of any “Contingent Compensation Payments” (as defined below) that you would otherwise be entitled to receive to the extent necessary to
eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for you. For purposes of this Section 12, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated
Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated
Amount.” 


  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 


	 	B.	Notwithstanding the provisions of Section 12.A, no such reduction in Contingent Compensation Payments shall be made if (1) the Eliminated Amount (computed without regard to this sentence) exceeds (2) 100% of the
aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by you if the Eliminated Payments (determined
without regard to this sentence) were paid to you (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess
of your “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 12.B shall be referred to as a “Section
12.B Override.” For purpose of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated
Payment by the maximum combined federal and state income tax rate provided by law. 

  

	 	C.	For purposes of this Section 12 the following terms shall have the following respective meanings: 


i. “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in the ownership of a
substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code. 
 ii. “Contingent
Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and
that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company. 
  

	 	D.	 Any payments or other benefits otherwise due to you following a Change in Ownership or Control that could
reasonably be characterized (as determined by the Company) as Contingent Compensation Payments (the “Potential Payments”) 



  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 


	 	
shall not be made until the dates provided for in this Section 12.D. Within 30 days after each date on which you first become entitled to receive (whether or not then due) a Contingent
Compensation Payment relating to such Change in Ownership or Control, the Company shall determine and notify you (with reasonable detail regarding the basis for its determinations) (1) which Potential Payments constitute Contingent Compensation
Payments, (2) the Eliminated Amount and (3) whether the Section 12.B Override is applicable. Within 30 days after delivery of such notice to you, you shall deliver a response to the Company (the “Executive Response”) stating either
(A) that you agree with the Company’s determination pursuant to the preceding sentence or (B) that you disagrees with such determination, in which case you shall set forth (x) which Potential Payments should be characterized as Contingent
Compensation Payments, (y) the Eliminated Amount, and (z) whether the Section 12.B Override is applicable. In the event that you fail to deliver an Executive Response on or before the required date, the Company’s initial determination
shall be final. If you state in the Executive Response that you agree with the Company’s determination, the Company shall make the Potential Payments to you within three (3) business days following delivery to the Company of the Executive
Response (except for any Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). If you state in the Executive Response that you disagree with the
Company’s determination, then, for a period of sixty (60) days following delivery of the Executive Response, you and the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such 60-day
period, such dispute shall be settled exclusively by arbitration in Cambridge, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction. The Company shall, within three (3) business days following delivery to the Company of the Executive Response, make to you those Potential Payments as to which there is no dispute between the Company and you regarding
whether they should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). The balance of the Potential Payments shall be
made within three (3) business days following the resolution of such dispute.

  

	 	E.	 The Contingent Compensation Payments to be treated as Eliminated Payments shall be determined by the Company by
determining the “Contingent Compensation Payment Ratio” (as defined below) for each Contingent Compensation Payment and then reducing the Contingent Compensation Payments in order beginning with the Contingent Compensation Payment with the
highest Contingent Compensation Payment Ratio. For Contingent Compensation Payments with the same Contingent Compensation Payment Ratio, such Contingent Compensation Payment shall be reduced based on the time of




  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 


	 	
payment of such Contingent Compensation Payments with amounts having later payment dates being reduced first. For Contingent Compensation Payments with the same Contingent Compensation
Payment Ratio and the same time of payment, such Contingent Compensation Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Contingent Compensation Payment with a lower Contingent Compensation Payment
Ratio. The term “Contingent Compensation Payment Ratio” shall mean a fraction the numerator of which is the value of the applicable Contingent Compensation Payment that must be taken into account by you for purposes of Section 4999(a)
of the Code, and the denominator of which is the actual amount to be received by you in respect of the applicable Contingent Compensation Payment. For example, in the case of an equity grant that is treated as contingent on the Change in
Ownership or Control because the time at which the payment is made or the payment vests is accelerated, the denominator shall be determined by reference to the fair market value of the equity at the acceleration date, and not in accordance with the
methodology for determining the value of accelerated payments set forth in Treasury Regulation Section 1.280G-1Q/A-24(b) or (c)). 

  

	 	F.	The provisions of this Section 12 are intended to apply to any and all payments or benefits available to you under this Agreement or any other agreement or plan of the Company under which you receive Contingent
Compensation Payments. 

 13. General: By signing below, you represent that you are not bound by any employment contract,
restrictive covenant or other restriction preventing or limiting you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter. You also agree that you
will not disclose to anyone at the Company, bring onto Company premises, or use in the course of your employment at the Company, any confidential information or trade secrets belonging to any former employer (with the exception of Viventia) or to
any other entity. 
 After the Effective Date, this letter (and the plans, documents, and policies referenced herein) shall constitute our entire agreement
regarding the terms and conditions of your employment with the Company and shall supersede any prior agreements or other promises or statements (whether oral or written) regarding the terms of your employment, including, without limitation, your
Employment Agreement with Viventia Bio USA Inc. dated December 11, 2014. The terms described herein cannot be modified except in writing by you and the Company. Failure of either party to this letter agreement to insist upon strict compliance with
any of the terms, covenants or conditions hereof will not be deemed a waiver of such terms, covenants or conditions. In the event of any inconsistency between this letter agreement and any other contract between the Company and you, including the
Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement, the provisions of this letter agreement will prevail. 
 We are
thrilled to have you join the leadership team at Eleven. Please contact me if you have any questions or need more information. 

  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911 









 



 
  
  

 

 Sincerely, 

Daniel Lynch 
 Board Member and Chairman of Eleven
Biotherapeutics, Inc. 
 I accept the above terms of employment as stated: 
  

					
	 /s/ Stephen Hurly
	 		 	 September 20, 2016

	Stephen Hurly	 		 	Date

 Enclosure: 
  

	•	 	Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement 


  
  

215 First Street, Suite 400, Cambridge, MA 02142 PHONE: 617-871-9911 

FAX: 617-858-0911