EX-10.28



 EXHIBIT 10.28 
  





 
 January 22, 2014 
 Larry
Bullock 
 1265 Windsor Drive 
 Gallatin, TN 37066 

Dear Larry, 
 Applied Genetic Technologies Corporation (the
“Company”) is pleased to offer you a full time position as Chief Financial Officer beginning at an annual salary of $ 300,000. Your net compensation will be less applicable deductions, taxes, and other amounts required by federal
and state laws. Your starting date will be at a time mutually agreed by you and the company. 
 You will be entitled to reimbursement for your relocation
expenses and a signing bonus of $50,000. The Company will arrange for a real estate expert to coordinate and assist you with locating appropriate housing. The reimbursement will include one house-hunting trip and packing, moving and un-packing
of your household goods and travel associated with moving you and your family. Any relocation costs for which you are reimbursed that are not qualified moving expenses as defined by the Internal Revenue Code will be subject to federal income tax. If
you voluntarily terminate your employment with the Company or the Company terminates your employment with Cause at any time prior to 2 years after the commencement of your employment with the Company (your “Hire Date”) you will be
obligated to repay to the Company the entire amount of the relocation expenses and the signing bonus. In furtherance of this condition and as a condition to your employment with the Company, you will be required to execute a Promissory Note in favor
of the Company in an amount equal to the relocation expenses for which you are reimbursed and the signing bonus. 
 Further, you will be eligible to
participate in the management performance bonus plan. You will be eligible for a bonus of up to 30% of your annual salary based on completion of specific goals defined and agreed to at the beginning of each fiscal year (July 1st). The actual amount of the bonus will be subject to the approval of the Board of Directors. 
 As a
Company employee you will be eligible to enroll in the employee benefit plans and programs as described and provided by our leasing agent TriNet. AGTC is a drug free workplace and you will therefore be required to submit to a drug screening;
authorization for this will be sent separately by TriNet. The Company contribution towards health insurance, and other benefits which you may choose, will be up to $500 per month. If you need to cover any additional family members the Company
will pay an additional amount equal to 50% of the difference between individual coverage and family coverage. The Company also offers its employees participation in a 401(k) plan also administered through TriNet and matches each employee’s
contribution up to a maximum of 4% of their annual salary. Each employee has full control over investment vehicle selection and monitoring. 
  





 








 



 
  

 You will be entitled to 20 days of Paid Time Off, based on your employment anniversary date in
addition to the standard company holidays as described in our Employee Manual. The time will be accrued on a bi-weekly basis and may be used as soon as it is earned. You will receive one additional day per year for each full year of employment based
on your anniversary date, up to a maximum of 30 days. This time is for you to use as needed for vacation, family business, sick days or other necessary time away from work. Such leave may be accumulated over three years but in no event shall your
leave be accrued in excess of 45 days per year. If your employment terminates for any reason whatsoever, you shall be entitled to receive, in addition to any unpaid salary, any unused PTO accrued to the date of your termination of employment but not
to exceed 45 days. 
 The Company has the right to modify, amend or terminate any such plans and programs described in this letter, as well as its Employee
Manual, at any time at its sole discretion. 
 So long as you are properly fulfilling your duties, the Company will reimburse you for all reasonable and
necessary traveling expenses and other disbursements actually incurred by you for or on behalf of the Company in the performance of your duties during your employment. The Company will also reimburse you for the purchase of a cell phone of your
choice and all business related monthly charges. Also, until you have located housing and moved your family to Gainesville, a time period not to exceed six months, the Company will reimburse you for up to two trips per month from Nashville to
Gainesville. As with other employees, you will be required to submit to the Company reports of claims of such expenses and disbursements for approval and reimbursement by the Company. 

Finally the Company has set up an Employee Incentive Stock Option Plan in which you are eligible to participate. Upon formal approval by the Board of
Directors, you will be issued options with an exercise price as determined by the Board to be Fair Market Value at the time of their grant and will be equivalent to 1.0% of the fully diluted shares. These options will vest over a period of four
years, with an initial one year cliff which starts on the date of your first day of work. If there is a change of control and you are not offered the position of CFO at the acquiring company, than your options will be considered fully vested upon
the change in control. Further, in the event of a change of control and you are not offered the position of CFO at the acquiring company, then your options will remain exercisable for two years after the CIC or until their term expires whichever is
earlier. 
 The Company conducts performance reviews on all personnel in July of each year. Consideration is given for salary increases annually during the
review period but going through the review process in itself does not mandate that an employee will receive a raise. The employee’s performance and progression will dictate what ongoing salary levels and bonus opportunities will be. 

As you are aware, your employment by the Company is full-time employment and you will be required to devote all your working time to the business of the
Company and not to engage in any other business or private services to any other business either as an employee, officer, director, agent, contractor or consultant, except with the express written consent of the Company.


  
 



 









 



 
  

 
The Company recognizes that you manage some personal real estate investments. After a minimum of six months at AGTC the Company would support you seeking and accepting up to two Board seats, each
of which you will review with the Board prior to accepting the position. You will hold in a fiduciary capacity, for the benefit of the Company, all information with respect to the Company’s finances, sales, profits, and other proprietary and
confidential information acquired by you during your employment. In furtherance of this condition of your employment, the Company requires that you sign the Nondisclosure, Inventions and Non-Competition Agreement, enclosed with this letter. 

This letter agreement is not intended to, and it does not, create any employment contract for any specified term or duration between you and the Company. Your
employment with the Company is on an “at will” basis and is terminable at any time, by yourself upon two weeks written notice, or by the Company upon two weeks written notice or payment of salary in lieu thereof. Your employment may also
be terminated for cause by the Company at any time without advance written notice. “Cause” is defined for purposes of your employment as including (but it is not limited to) any of the following: 

 

	 	•	 	Your failure to effectively carry out your duties and responsibilities, as evaluated and determined by the Board in its absolute discretion, where such failure is repeated or involves your willful misconduct or
negligence, provided that, prior to the termination being effected, the Board will advise you in writing of the acts or omissions that constitute the determination by the Board and you will be given an opportunity to present your rebuttal or
explanation to the Board within 15 days of that written notice. 

  

	 	•	 	Violation of requirements of this letter, the Employee Manual, or any provision of an applicable code of conduct or ethics; 

  

	 	•	 	Conduct which, in the Board’s determination, causes embarrassment or loss of credibility to the Company, its employees, products or services, or the position that you hold, or which causes the Board to lose
confidence in you. 

  

	 	•	 	Conduct which, in the Board’s determination, violates the Nondisclosure, Inventions and Non-Competition Agreement, or which involves dishonesty, moral turpitude, or misrepresentation. 


Assuming that you have effectively worked in your new position for a period of at least six months, then if your employment is terminated because either
(A) the Company terminates your employment without Cause or (B) upon the sale of all or substantially all of the stock or assets of the Company, whether by merger, acquisition or otherwise, the successor company does not offer you a
position with substantially equivalent responsibilities and with total compensation and benefits at least equivalent to those you are receiving from the Company immediately prior to the event or a severance package equal to or greater than this
severance package, (and provided that you execute and do not revoke a Release and Settlement Agreement in the form 

  
 



 









 



 
  

 
acceptable to the Company), you will be entitled to receive an amount equal to six months’ severance for the first year of your employment, or nine months’ severance after the first
year, to include base salary and bonus earned (less all applicable deductions) payable in accordance with the then-current payroll policies of the Company or as otherwise agreed to by you and the Company. If the termination is a result of a
change of control and you are not offered the position of CFO at the acquiring company, the severance benefit will equal twelve (12) months base salary and bonus. 

Upon termination of your employment with the Company and prior to your departure from the Company, you agree to submit to an exit interview for the purposes
of reviewing this letter agreement, the Nondisclosure, Inventions and Non-Competition Agreement and the trade secrets of the Company, and surrendering to the Company all proprietary or confidential information and articles belonging to the Company.

 By your signature below, you represent and warrant to the Company that you are not subject to any employment, non-competition or other similar agreement
that would prevent or interfere with the Company’s employment of you on the terms set forth herein. 
 This letter agreement, the Nondisclosure,
Inventions and Non-Competition Agreement and all ancillary agreements (collectively, the “Agreements”) shall be governed by the laws of the State of Delaware. The Agreements constitute the entire agreement between the Company and you, and
supersede any and all previous oral or written representation, communication, understanding or agreement between us. Any and all changes or amendments to the Agreements shall be made in writing and signed by the parties. 

If the foregoing accurately reflects your expectations for employment at the Company, we would appreciate your returning to us a signed copy of this letter
duly signed and dated in the space provided, whereupon this letter agreement shall become binding upon you and the Company. This offer is valid through January 22, 2014. 

Finally, it is with great pleasure that I offer you this position at AGTC. The Company is delighted with the prospect of your joining our team. We have
exciting and challenging work ahead of us! 
 Sincerely, 
 /s/
Susan B. Washer 
 Susan B. Washer 
 President and CEO 

 

					
	Consented to and Agreed:	 		 	
			
	 /s/ Larry Bullock
	 		 	 1/22/14

	Larry Bullock	 		 	Date