Exhibit 10.1


 





 


August 2,
2021


Jay Flatley


 


Dear
Jay:


 


On
behalf of the Board of Directors, it is my pleasure to offer you the position of Acting Chief Executive Officer (“Acting CEO”)
of Zymergen Inc. (“Zymergen” or the “Company”), effective as of August 2, 2021 (your “Start
Date”). The time period for this role is anticipated to be up to when a permanent Chief Executive Officer commences employment
with Zymergen.


 


The
following outlines the terms associated with this offer:


 


		1.	As
                                            Acting CEO, you will have such responsibilities, duties, and authorities as are commensurate
                                            with the position of Acting CEO, or as are requested of you by the Board of Directors of
                                            the Company (the “Board”).



 


		2.	During
                                            your service as Acting CEO, you will remain Chairman of the Board, but will now also be an
                                            employee of the Company. During your service as Acting CEO, you will forego compensation
                                            for your service on the Board, but your existing equity awards will continue to vest.



 


		3.	You
                                            agree that you hereby resign as a member of the Board’s Compensation and Nominating
                                            and Corporate Governance Committees effective as of the Start Date but will continue your
                                            service as Chairman of the Board and on the other Board committees and subcommittees.



 


		4.	The
                                            Board understands that you will continue to engage in all businesses that you engage in as
                                            of the date of this offer, so long as such activities do not create an actual or reasonably
                                            foreseeable potential conflict of interest with, or materially interfere with the performance
                                            of, your duties hereunder.



 


		5.	You
                                            will receive a base salary at the rate of $1,000,000 per year, payable in accordance with
                                            the customary payroll practices and procedures of the Company. You will not participate in
                                            the Company’s cash incentive programs.



 


		6.	You
                                            will be entitled to receive, subject to approval of the Board, a one-time, sign-on long-term
                                            incentive grant of stock options for 1,520,000 shares of Common Stock, representing approximately
                                            one and a half percent (1.5%) of the outstanding shares of common stock of the Company as
                                            of June 30, 2021, which shall vest in substantially equal installments on each quarterly
                                            anniversary of the Start Date over the two-year period commencing on the Start Date. You
                                            will vest in the stock options so long as you continue to provide services to the Company
                                            in your capacity as Acting CEO or as the Chairman or Lead Independent Director of the Board.
                                            The options will be subject to the terms and conditions applicable to options granted under
                                            the Company’s 2021 Incentive Award Plan, and the applicable stock option agreement
                                            to be entered into by you and the Company. Immediately prior to a Change in Control
                                            (as defined in the 2021 Incentive Award Plan), the vesting of the options will accelerate
                                            in full.



 






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		7.	The
                                            Company will reimburse you for all reasonable travel expenses associated with your travel
                                            to the San Francisco Bay Area in the performance of your duties as Acting CEO, including
                                            business class airfare and housing and hotel accommodations. To the extent that any reimbursement
                                            of expenses or in-kind benefits constitutes “deferred compensation” under Section
                                            409A of the Internal Revenue Code of 1986, as amended, such reimbursement or benefit shall
                                            be provided no later than December 31st of the year following the year in which the expense
                                            was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible
                                            for reimbursement in any subsequent year. The amount of any in-kind benefits provided in
                                            one year shall not affect the amount of in-kind benefits provided in any other year.



 


		8.	You
                                            will be eligible to participate in a number of Company-sponsored health and welfare benefits.



 


		9.	This
                                            offer letter shall in all respects be governed by and construed in accordance with the laws
                                            of the State of California, not including the choice-of-law rules thereof. You and Zymergen
                                            consent to the exclusive and sole jurisdiction and venue of the state and federal courts
                                            located in California for the litigation of disputes not subject to arbitration and waive
                                            any claims of improper venue, lack of personal jurisdiction, or lack of subject matter jurisdiction
                                            as to any such disputes.



 


		10.	All
                                            payments provided for herein in your capacity as Acting CEO shall be reduced by any amounts
                                            required to be withheld from time to time under applicable federal, state or local income
                                            or employment tax law or similar statutes or other provisions of law then in effect.



 


		11.	You
                                            will be required, as a condition of your employment with the Company, to sign the Company’s
                                            standard Proprietary Information and Inventions Agreement (the “PIIA”),
                                            a copy of which is attached hereto as Exhibit A.



 


		12.	This
                                            offer letter supersedes all prior and contemporaneous oral or written, express or implied
                                            understandings or agreements regarding your employment with Zymergen (other than the PIIA),
                                            and contains the entire agreement between you and Zymergen regarding your employment with
                                            Zymergen. The terms set forth in this letter may not be modified, except in writing signed
                                            by an authorized representative of Zymergen, which expressly states the intention of Zymergen
                                            to modify the terms of this offer letter.



 






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If
the foregoing correctly sets forth your understanding of our offer, please indicate your acceptance by signing two copies of this letter
and returning one copy to me.


 


We
look forward to the significant contributions you will make as you join Zymergen.


 


	Sincerely,	 
	 	 
	/s/
    Sandra Peterson	 
	Sandra
    Peterson	 
	Compensation
    Committee Chair	 


 


ACCEPTANCE:


 


I
have read this letter and agree with the terms and conditions of my employment as set forth above.


 


	Dated:
    August 2, 2021	Signature:	/s/
    Jay Flatley
	 	 	Jay
    Flatley





 








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