EX-10.34



 Exhibit 10.34 
  





 
 October 12, 2010 

Thierry Dervieux 
 Dear Thierry, 

I am confirming our offer for you to join Exagen Diagnostics, Inc. as Vice President R&D and Chief Development Officer, with a start date of
November 1, 2010. We are offering you an annual salary of $240,000 per year, reimbursement of your moving expenses up to $5,000 and a bonus of $50,000 to be paid when you and your family permanently reside in Albuquerque which must occur on or
before June 1, 2011. In addition you will be eligible for the management bonus plan during the year 2011. Your bonus goals and payments will be defined and approved by the board of directors prior to the end of this year. Pending approval by
the Exagen Board of Directors, you will also receive options to purchase 100,000 shares Exagen common stock, to vest in 4 annual portions beginning on the first anniversary date of your employment, at a strike price of $0.28 per share. Such options
will become fully vested upon the acquisition of the company and your employment ceases, for no cause of your own. 
 You will be eligible to participate in
the Exagen benefits program, a summary of which you will receive under separate cover. Exagen currently has a safe harbor 401K plan and contributes an amount equal to 3% of your annual income into your 401K. There is no vesting period in the 401(k).
In addition, you will accrue 4 weeks (or 120 hours) of paid time off a year in addition to the ten holidays currently recognized by Exagen. 
 You will
become eligible to participate in the Exagen benefits program on the first day of the months following your hire date. With a start date of November 1, 2010, your eligibility date for benefits is December 1, 2010. You will receive the
benefits enrollment information upon written acceptance of the offer. 
 If you are terminated for other than cause you will receive severance payments as
follows: 
  

	 	1)	 From your start date to one year of employment: 6 months of base salary. 



 

	 	2)	 From 1 year to 2 years of employment: 9 months of base salary. 



 

	 	3)	 Greater than 2 years of employment: 12 months of base salary. 



Employment at Will: This letter is intended to communicate certain terms and conditions of employment with Exagen Diagnostics, Inc. but is not intended to be
and should not be considered an employment contract. Your employment is not for a specific duration and may be terminated by you or Exagen Diagnostics, Inc. at anytime, for any reason or for no reason whatsoever, with or without notice and with or
without cause unless otherwise specified by law. Your employment is “at will.” The “at will” status of your employment may not be altered except by a separate written contract signed by the Chief Executive Officer of Exagen
Diagnostics, Inc. No one other than the Chief Executive Officer has the authority to enter into an employment contract with you. 







 You will enter into an employee confidentiality and invention agreement effective during your period of
employment. You will enter into an agreement with the company for a license to your provisional patents for methotrexate and thiopuriene under mutually agreed upon terms. 

We recognize that you will be working with the company between now and your official start date. For these efforts the company will pay you $112.50/hour or
$900/day as a private contractor. 
 We look forward to working with you as a member of the Exagen team. We are excited about the contributions you will
make to the success of our company. If you have any further questions, please do not hesitate to contact me. 
  

	
	Sincerely
	
	/s/ Scott Glenn
	Scott Glenn
	Chief Executive Officer
	
	I Accept the Offer Stated Above
	
	 /s/ Thierry Dervieux

	Thierry Dervieux








 



 
 September 9, 2011 

Thierry Dervieux 
 Dear Thierry, 

We would like to confirm the following contingent upon Board of Director approval the following modifications to your employment with Exagen
Diagnostics Inc. You have signed our offer letter dated October 12, 2011 and an Employment Agreement date 10-31-10, both attached. We would like to add the following stipulation: 

Termination of your employment by you for “Good Reason” 

“Good Reason” shall mean the occurrence of any of the following events without your consent; 

 

	 	a)	 A material reduction in your duties or responsibilities following the date of this amendment.



  

	 	b)	 The relocation of the company’s principal business location to a point more than two hundred and fifty
(250) miles East of its current Albuquerque location or more than one thousand (1000) miles from your principal residence. 


  

	 	c)	 A material reduction by the company of your base salary as defined in your offer letter, as the result of a
company-wide compensation reduction or in connection with similar decreases for the management team of the company. 


 In
the event you terminate your employment for Good reasons as defined above, then the Company shall pay to you: i) any bonus awarded not previously paid, and any accrued and unused vacation benefits. and ii) Severance pay in the form of a lump sum
payment equal to 9 months of base salary and 12 months of base salary one year following the date of this amendment, provided however, that any resignation by you due to any of the following conditions shall only be deemed for Good Reason if:
(i) you give the company written notice of the intent to terminate for Good Reason within ninety (90) days following the first occurrence of the condition(s) that you believe constitutes Good Reason, which notice shall describe such
condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following receipt of the written notice (the “Cure 

  
  

Corporate & Laboratory Headquarters 
 Science &
Technology Park  |  801 University Blvd. SE, Suite 103  |  Albuquerque, NM 87016 
 MAIN:
505.272.7966  |  TOLL-FREE: 866.392.4361  |  FAX: 505.272.7965  |  www.exagen.com 








 
Period”) of such condition(s) from you; and (iii) you actually resign your employment within the first fifteen (60) days after expiration of the Cure Period. 

Allowance: The company agrees to reimburse you for all reasonable travel expenses and accommodations associated with your commute to the company. Since
the company’s offices are an extended distance from your principal residence, the company will allow you to work from your Principal residence up to 50% of the time. 

Relocation: If at a later date you and your family decide to relocate to less than (30) miles from the company’s offices the company agrees
to reimburse you for all moving expenses. In addition the company agrees to award you a fifty thousand ($50,000) relocation bonus payable within thirty days (30) after your permanent move. 

 

	
	Best Regards,
	
	 /s/ Scott L. Glenn

	Scott L. Glenn
	Chairman/CEO
	
	Attachments:
	            Offer Letter
	            Employment Agreement


  
 2 

 
 Exagen Diagnostics,
Inc.  |  Proprietary and Confidential 








 EXAGEN INC. 

September 6, 2019 
 Re:
    Offer Letter Amendment 
 Dear Thierry: 

We are providing you with this letter agreement (the “Letter Agreement”) to inform you that Exagen Inc. (the
“Company”) is amending your offer letter with the Company, dated October 12, 2010, and Employment Agreement, dated October 31, 2010, as amended on September 9, 2011 (as amended by this Letter Agreement, the
“Offer Letter”), to clarify certain terms and conditions of your severance. 
  

	 	1.	 Severance Payment.    Upon a termination of employment by the Company without cause
or by you for Good Reason (as defined in the Offer Letter), the severance payment described in your Offer Letter (the “Severance Payment”) will be paid in a lump sum on the
30th day following the termination date. 


  

	 	2.	 General Release of Claims. As a condition to your receipt of the Severance Payment, you must execute,
return, not rescind and comply with a general release of claims in a form prescribed by the Company. 


  

	 	3.	 Code Section 409A. 



 

	 	a.	 To the extent applicable, the Offer Letter shall be interpreted in accordance with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that
may be issued after the date hereof (collectively, “Section 409A”). Notwithstanding any provision of the Offer Letter to the contrary, in the event that following the date hereof, the Company
determines that any compensation or benefits payable under the Offer Letter may be subject to Section 409A, the Company may adopt such amendments to the Offer Letter or adopt other policies or procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions
intended to (i) exempt the compensation and benefits payable under the Offer Letter from Section 409A, and/or (ii) comply with the requirements of Section 409A, provided, however, that this Section does not, and shall not be
construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors
or advisors be liable for any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. 


  

	 	b.	 Any right under the Offer Letter to a series of installment payments shall be treated as a right to a series of
separate payments. Notwithstanding anything to the contrary in the Offer Letter, no compensation or benefits shall be paid to you during the six-month period following your “separation from service”
with the Company (within the meaning of Section 409A) if the Company determines that paying such amounts at the time or times indicated herein would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of
any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month 










	 	
period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of your death), the Company shall pay
you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period (without interest). 


 

	 	c.	 To the extent any reimbursements or in-kind benefits due to you under
the Offer Letter constitute “deferred compensation” to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such reimbursements or
in-kind benefits shall be paid or reimbursed reasonably promptly, but in no event later than December 31st of the year following the year in which the expense was incurred. The amount of any such payments
eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursements of any such expenses shall not be subject to
liquidation or exchange for any other benefit. 


 All terms and provisions of the Offer Letter not amended hereby, either
expressly or by necessary implication, shall remain in full force and effect. 
 Please indicate your acknowledgement of, and agreement to,
the terms and conditions set forth in this Letter Agreement by signing a copy of this Letter Agreement and returning it to the Company as soon as practicable. 

 

			
	Sincerely,
	
	Exagen Inc.
	
	 /s/ Ron Rocca

	By:	 	Ron Rocca
	Title:	 	President and CEO


  

	
	 Acknowledged, Accepted and Agreed:

	
	 /s/ Thierry Dervieux
                                         
           9/6/19                    

	 Thierry Dervieux
                                         
                 Date