Offer Letter Between the Registrant and Amy VandenBerg



 Exhibit 10.7 

November 24, 2008 
 Amy VandenBerg 

 

	 	Re:	Offer of Employment with Obalon Therapeutics, Inc. 

 Dear Amy: 

On behalf of Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), I am pleased to invite you to join the
Company. The effective date of your employment will be December 15, 2008 (the “Effective Date”). This offer will expire if not accepted by November 28, 2008. 

The terms of this offer of employment are as follows: 

1. Position and Title. You will serve as Director of Regulatory Affairs. In that capacity, you will be primarily responsible
for activities related to the Company’s regulatory efforts. You will report directly to Andy Rasdal, President and CEO. Your responsibility, title and reporting structure may change. You will be expected to devote your full
business time, attention, and energies to the performance of your duties with the Company. 
 2. At-Will Employment. You
understand and acknowledge that your employment with the Company is for an unspecified duration and constitutes “at-will” employment. The employment relationship may be terminated by you or by the Company at any time, with or without
good cause, and for any reason or for no reason. Your at-will status cannot be changed, except in a writing signed by you and the Chief Executive Officer (CEO). 

3. Base Compensation. The Company will pay you an annual salary of $135,000 (“Annual Compensation”),
payable upon commencement of your employment, in accordance with the Company’s standard payroll policies (which will provide for bi-monthly wage payments), including compliance with applicable tax withholding requirements. The first and
last payment by the Company to you will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of payroll period. 

4. Stock Option Grant. Within thirty days after the Effective Date, subject to approval by the Board of Directors, you will be
granted an option (the “Option”) to purchase 35,000 shares of Common Stock of the Company (the “Shares”) pursuant to the Company’s 2008 Stock Plan. The Option will be an incentive stock
option (ISO) to maximum extent permitted under applicable laws and regulations, and will be a non-statutory option (NSO) as to the balance of the Shares. The exercise price of the Option will be the fair market value of the Shares on the date
the Board approves the grant, as determined by the Board. The Option shall be subject to the terms of the Company’s 2008 Stock Plan and the form of Stock Option Agreement issued pursuant thereto. The Option will vest and become exercisable
as to 25% of the underlying Shares on the first anniversary of the grant date, and on a ratable monthly basis over a period of 36 months thereafter, in each case based on continued employment with the Company. 







 5. Benefits. During the term of your employment, you will be entitled to the
Company’s standard benefits covering employees at your level, as such may be in effect from time to time. 
 6. Personal Leave
Time. You will be entitled three (3) weeks of personal leave time per calendar year; provided that you may accrue no more than eight (8) weeks of personal leave time. 

7. Expenses. The Company will reimburse all reasonable costs and expenses you incur and that are required for performance of your
duties and responsibilities, upon presentment of receipts for such costs and expenses; provided however that any such costs and expenses comply with the Company’s expense reimbursement policy as such may be adopted and amended from time
to time. 
 8. Employment Policies. Shortly after commandment of your employment, you will be provided with an employee manual
that sets forth the Company’s guidelines and policies for employees. Adherence to the Company’s employee manual is a condition of continued employment. 

9. 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. 
 10. Background Check. The Company reserves the right to conduct background investigations and/or reference checks
on all of its potential employees. This offer therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. 

11. Employment Confidential Information and Invention Assignment Agreement. As a condition of this offer of employment, you will
be required prior to commencement of your employment to complete, sign and return the Company’s standard form of employment, confidential information, invention assignment and arbitration agreement (the “ECIIAA”). 

12. Non-Contravention. You represent that to the best of your knowledge, your signing of this letter, your commencement of
employment with the Company, and your performance of the obligations associated with your position, does not and will not violate any agreement you have with any employer and your signature confirms this representation. 

13. Dispute Resolution. In the event of any dispute or claim relating to or arising out of our employment relationship, you and
the Company agree that all such disputes shall be fully and finally resolved by binding arbitration as provided for in the ECIIAA. The foregoing arbitration provision shall not apply to any disputes or claims relating to or arising out of the
misuse or misappropriation of the Company’s trade secrets or proprietary information; provided however that any court proceeding relating to misuse or misappropriation of the Company’s trade secrets or proprietary information initiated by
the Company shall be limited to causes of action relating to such trade secrets or proprietary information, and shall specifically not include other employment-related claims. 







 14. Conflicting Employment. 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 m any other activities that conflict with your obligations to the Company. 
 15. Choice of Law. The terms of this offer
letter shall be governed by California law. 
 16. General. This offer letter, the ECIIAA and the Stock Option Agreement (if approved
by the Board of Directors) covering the Option grant described in paragraph 4, 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 ECIIAA or the Stock Option Agreement(s), the terms and provisions of the ECIIAA or the Stock Option Agreement(s), as applicable, will
control. In the event of a conflict between the terms and provisions of this offer letter and the Company’s standard policies and procedures which may be adopted from time to time, this offer letter will control. 

17. We look forward to your joining the Company. If the foregoing terms are agreeable, please indicate your acceptance by signing this
offer letter in the space provided below and returning it to me, along with your completed and signed ECIIAA. 
  

			
	Sincerely,
	
	Obalon Therapeutics, Inc.
		
	By:	 	 /s/ Andy Rasdal

		 	Andy Rasdal
		 	President and CEO


  

	
	ACCEPTED AND AGREED TO this 26 day of November, 2008.
	
	 /s/ Amy VandenBerg

	Amy VandenBerg