Solazyme 10K Ex 10.36


Exhibit 10.36



December 10, 2013


David Cole
c/o Solazyme, Inc.
225 Gateway Boulevard
South San Francisco, CA 94080 


Dear David,


Solazyme, Inc. is pleased to offer you employment as President of the company on the terms set forth in this offer letter.
Your annualized base salary will be $490,000, paid according to our normal payroll schedule and subject to standard deductions and withholding.  Your annual target bonus will be equal to 60% of your base salary.  Your actual bonus, if any, will be determined by the Solazyme compensation committee, in its sole discretion, based upon its evaluation of your performance, Solazyme’s performance, and any other considerations it deems relevant.  For your initial year of employment, your bonus will be pro-rated for the number of months elapsed in the bonus period for which you were employed by us.  You must be employed through the bonus payment date in order to be eligible for any such bonus.  You will also be eligible to receive up to $60,000 to defray the costs of your relocation to the San Francisco Bay area.  To the extent that you do not use all of such funds for your relocation, the remaining funds will be provided to you as a bonus.  You agree to repay in full any of this $60,000 in relocation assistance/bonus that you use/are paid if you voluntarily terminate your employment with us within 12 months of your employment commencement.
As an employee, you are eligible to receive certain employee benefits as listed in Solazyme’s benefit summary, a copy of which has been provided to you separately.  You should note that Solazyme may modify job titles, salaries, target bonuses and benefits from time to time as it deems necessary.
You will be granted a stock option to purchase 550,000 shares of Solazyme common stock (the “Option”), at a per share exercise price equal to the per share fair market value of the common stock on the date of grant, pursuant to the Solazyme 2011 Equity Incentive Plan (the “Plan”).  The term of such stock option will be 10 years, subject to earlier expiration in the event of the termination of your service with Solazyme.  Such stock option will vest and be exercisable as to 25% of the shares covered by the option on January 1, 2015 and the remaining 75% of the shares covered by the option will vest in 36 equal monthly installments, with the first monthly installment vesting on February 1, 2015, as long as you remain employed by Solazyme.  In addition, you will be granted restricted stock units (“RSUs”) covering 200,000 shares of Solazyme common stock, pursuant to the Plan.  Such grant will vest as to 25% of the RSUs on January 1, 2015, with the remaining 75% of the RSUs covered by the grant vesting in 6 equal installments on July 1, 2015; January 1, 2016; July 1, 2016; January 1, 2017; July 1, 2017 and January 1, 2018 respectively, as long as you remain employed by Solazyme.  The Option and the RSU grants will be subject to the provisions of the Plan and the applicable forms of stock option agreement and restricted stock unit agreement thereunder.
Your employment with Solazyme is for no specified period and constitutes at-will employment.  As a result, you are free to resign at any time, for any reason or for no reason.  Similarly, Solazyme is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice.  Notwithstanding the foregoing, you are eligible for the Solazyme Executive Severance and Change in Control Plan, a copy of which has been provided to you separately.  Your participation in that plan will be as a Group B participant.



Solazyme, Inc., 225 Gateway Boulevard, South San Francisco, California 94080


David Cole
Page 2
December 10, 2013










For purposes of federal immigration law, you will be required to provide to Solazyme documentary evidence of your identity and eligibility for employment in the United States.  Such documentation must be provided to us within 3 business days of your date of hire.
We ask that, if you have not already done so, you disclose to us any and all agreements relating to your prior employment that may affect your eligibility to be employed by Solazyme or limit the manner in which you may be employed.  It is our understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case.
You agree that, during the term of your employment with Solazyme, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Solazyme 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 Solazyme.  Similarly, you agree not to bring any third party confidential information to Solazyme, including that of any former employers.
As a condition of your employment, you are also required to sign and comply with a Proprietary Information and Inventions Agreement (“Inventions Agreement”), which requires, among other provisions, the assignment of patent rights to any invention made during your employment at Solazyme, and non-disclosure of Solazyme proprietary information.  Please note that we must receive your signed Inventions Agreement before you commence work for Solazyme.
Solazyme will enter into its standard Indemnification Agreement for executive officers with you.  Furthermore, during your service as an officer of Solazyme, you will be covered by Solazyme’s directors and officers (D&O) liability insurance as in effect from time to time.
You hereby authorize Solazyme to use, reuse, and to grant others the right to use and reuse your name, and biographical information, as well as any photograph, likeness (including caricature), and voice or video recording generated during your employment with Solazyme that relates to Solazyme, and any reproduction or simulation thereof, in any media now known or hereafter developed (including, but not limited to film, video and digital or other electronic media), both during and after your employment, for whatever purposes Solazyme deems necessary for its business.
It is important that you agree with us that this offer letter constitutes the entire statement with respect to the terms of your employment at Solazyme and that there are no oral agreements or understandings or any other written agreements that directly or indirectly affect the employment relationship between us and you.  If there are any, please do not sign this letter until you have consulted with me and the parties have either modified this letter to state those understandings or agreed that there are no such understandings or agreements.  
We are very excited about having you join the Solazyme team and hope you will find this to be a challenging, exciting and enjoyable work environment.  To indicate your acceptance of our offer, please sign and date this letter agreement in the space provided below and return it to me along with the signed Inventions Agreement.  This offer shall expire on December 20, 2013 if not accepted prior to such date.  If you have any questions regarding this letter agreement, feel free to contact me.
Sincerely,


/s/ Jonathan Wolfson



David Cole
Page 3
December 10, 2013






Jonathan Wolfson
Chief Executive Officer




Accepted and agreed:
__/s/ David Cole________________    
David Cole


Employment Commencement Date:  January 1, 2014