Exhibit 10.8

 



 

April  25, 2015

 

Lawrence Friedhoff, MD

525 Rivervale Road

Rivervale, NJ 07678

 

Re:  Employment Offer and Terms

 

Dear Larry:

 

On behalf of Axovant Sciences,  Inc. (“Axovant” or the “Company”), a wholly-owned subsidiary of Axovant Sciences Ltd., thank you for your interest in joining our team. Based on your background and experience, we believe that you will make significant contributions to the overall growth of our biotechnology company.

 

We are eager to begin integrating you into Axovant immediately. Therefore, we are pleased to offer you employment at-will with the Company based on the terms that are outlined in this letter agreement.

 

	
Position:
    	
Chief   Development Officer
    
	
 
    	
 
    
	
Reporting   To:
    	
Chief   Executive Officer
    
	
 
    	
 
    
	
Start   Date:
    	
Your   first day of employment will be May 1, 2015 (“Start Date”).
    
	
 
    	
 
    
	
Location:
    	
It   is expected that you generally will work from the Company’s office in New   York, New York. It is understood that reasonable travel will be required for   your job and that, except as it will not interfere with the successful   performance of your duties, you may work from remote locations.
    
	
 
    	
 
    
	
Annual   Base Salary:
    	
The   Company will pay you semi-monthly at an annual base salary rate of $300,000   (or $12,500.00 per pay period) based on full-time employment status. Your   annual base salary will be subject to periodic review and increase, and it   may be adjusted upward within a reasonable period of time subsequent to the   consummation of an Initial Public Offering (IPO) based on appropriate public   market comparables for your position. This
    


 

Axovant Sciences,  Inc.  ·  1441 Broadway, 3rd Floor, New York, NY 10018  ·  axovant.com

 











 



 

	
 
    	
position   is classified as exempt from overtime. Enclosed is a New York Notice and   Acknowledgement of Pay Rate and Payday.
    
	
 
    	
 
    
	
Performance  Bonus:
    	
In   addition to your Annual Base Salary, you will be eligible to receive an   annual discretionary performance bonus, after the end of each fiscal year on   March 31st (the “Performance Bonus”). The Company will   target your Performance Bonus at 50% of your base salary if your performance   is determined to be “Very Good” or higher against agreed objectives and   business conditions at the Company. Your performance bonus may be adjusted   upward subsequent to the consummation of an IPO based on appropriate public   market comparables for your position. To be eligible to earn the Performance   Bonus, you must by employed by the Company until the last day of the fiscal   year on March 31st. The   Performance Bonus may be prorated if you are employed for less than a full   fiscal year or if the Company’s conducts your review or performance   assessment for a period covering less than a full fiscal year. The Company   will pay the Performance Bonus, if any, by no later than thirty (30) days   after the end of the Company’s fiscal year or by April 30th.
    
	
 
    	
 
    
	
Benefits:
    	
You   will be eligible to participate in the employee expense reimbursement,   benefits and insurance (including D&O insurance) programs as may be made   available by the Company. These programs currently include medical, dental,   vision, life and disability insurance, as well as a 401k program, all of   which are subject to eligibility requirements, enrollment criteria and the   other terms and conditions of such plans and programs. Details of these   benefits, including mandatory employee contributions, if any, will be made   available to you when you begin full-time employment. The Company reserves   the right to change or rescind its benefit plans and programs and alter   employee contribution levels at its discretion.
    
	
 
    	
 
    
	
 
    	
You   will be eligible for four (4) weeks of paid vacation per calendar year, which   shall accrue on a prorated basis as of your Start Date. You will be allowed   to carry forward five (5) days of unused vacation time into the next calendar   year. In addition,
    


 

Axovant Sciences,  Inc.  ·  1441 Broadway, 3rd Floor, New York, NY 10018  ·  axovant.com

 











 



 

	
 
    	
enclosed   is a Notice of Employee Rights under the New York City Earned Sick Time Act.
    
	
 
    	
 
    
	
Equity   Incentive:
    	
Pursuant   to your Consulting Agreement with Roivant Neurosciences, Inc. (predecessor to   Axovant Sciences, Inc.) dated March 18, 2015, you were granted 225,000 stock   options of Axovant Sciences Ltd. at $0.90 per share on March 18, 2015. These   stock options are subject to 4-year vesting period with 25% at Year 1 and   quarterly vesting thereafter, as well as any other terms contained in the   standard grant agreements of Axovant Sciences Ltd.
    
	
 
    	
 
    
	
 
    	
In   addition, you may be eligible for additional discretionary periodic or annual   equity incentive grants based upon your performance as well as business   conditions at the Company (including possibly following the consummation of   an IPO based on appropriate public market comparables for your position).
    
	
 
    	
 
    
	
Severance:
    	
If   the Company terminates your employment without cause or if you terminate your   employment for good reason (as such terms are customarily defined), the   Company will (a) pay you, in a cash lump sum, one (1) times the sum of your   then current annual base salary and annual target bonus opportunity, and (b) continue   to pay the employer portion of continued medical and dental benefits (as they   may be in effect from time to time) for twelve months following the   termination. In the event of a change of control (as such terms are   customarily defined, but not including an IPO), the Company will accelerate   the vesting of any outstanding equity incentive compensation grants as of the   effective time of the change of control. In addition, in the event of a   termination occurring within one year following the change of control, you   will also receive severance as follows: (1) the Company will pay you, in a   cash lump sum, one and one half (1.5) times the sum of your then current   annual base salary and annual target bonus opportunity, and (2) continue to   pay the employer portion of continued medical and dental benefits (as they   may be in effect from time to time) for eighteen months following the   termination.
    


 

Axovant Sciences,  Inc.  ·  1441 Broadway, 3rd Floor, New York, NY 10018  ·  axovant.com

 











 



 

	
Representation
    	
 
    
	
Regarding   Other
    	
 
    
	
Obligations:
    	
This   offer is conditioned on your representation that you are not subject to any   confidentiality, non-competition agreement or any other similar type of   restriction that may affect your ability to devote full time and attention to   your work at the Company. If you have entered into any agreement that may   restrict your activities on behalf of the Company, please provide a copy of   the agreement as soon as possible.
    
	
 
    	
 
    
	
 
    	
This   offer is also conditioned on your representation and warranty that you have   not been debarred or received notice of any action or threat with respect to   debarment under the provisions of the Generic Drug Enforcement Act of 1992,   21 U.S.C. § 335(a) or any similar legislation applicable in the US or in any   other country where the Company intends to develop its activities.
    
	
 
    	
 
    
	
Further   Agreement:
    	
It   is expected that, as soon as practicable following the date hereof, you and   the Company will enter into an employment agreement that memorializes and   integrates the provisions of this letter agreement together with other   customary and mutually agreed provisions.
    
	
 
    	
 
    
	
Other   Terms:
    	
Your   employment with the Company shall be on an at-will basis. You or the Company   may terminate employment for any reason or no reason and at any time. The   Company requests, however, that you provide at least thirty (30) days of   notice of your intention to resign. Upon the commencement of employment, you   will be required to sign a Confidentiality, Assignment of Inventions and   Non-compete Agreement as a condition of your employment. Finally, Axovant’s   offer to you is contingent on your submission of satisfactory proof of your   identity and your legal authorization to work in the United States.
    


 

Axovant Sciences,  Inc.  ·  1441 Broadway, 3rd Floor, New York, NY 10018  ·  axovant.com

 











 



 

Larry, we are very excited about having you join Axovant Sciences,  Inc. as Chief Development Officer. Your experience and judgment will have a great impact on our Company’s growth and success, and we believe that you will derive a great deal of enjoyment out of your role and responsibilities.

 

If you have any questions about this information, please contact me at (212) 531-3315 or alan.roemer@axovant.com.  Otherwise, please confirm your acceptance of this offer of at-will employment with Axovant Sciences,  Inc. by signing below.

 

	
 
    	
Very   truly yours,
    
	
 
    	
 
    
	
 
    	
AXOVANT   SCIENCES,  INC.
    
	
 
    	
 
    
	
 
    	
 
    	
/s/   Alan S. Roemer
    
	
 
    	
 
    	
Alan   S. Roemer
    
	
 
    	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
Agreed   and Accepted:  
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Lawrence Friedhoff
    	
 
    
	
Lawrence   Friedhoff, MD 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Date:
    	
 
    	
 
    


 

Axovant Sciences,  Inc.  ·  1441 Broadway, 3rd Floor, New York, NY 10018  ·  axovant.com