Exhibit 10.4


 


 


September 20, 2010


 


 


Nicholas Khadder


 


 


Re: Offer of Employment with Amyris, Inc.


 


Dear Nicholas:


 


On behalf of Amyris, Inc. (“Amyris”), I am delighted
to offer to you employment with Amyris. If you accept this offer and satisfy the conditions of acceptance set forth herein, your
employment with Amyris will commence on October 25, 2010 under the following terms:


 


Position 


You will be employed full-time by Amyris initially as an Assistant
General Counsel reporting to Tammy Tompkins, Senior Vice President and General Counsel.


 


Salary 


Your base salary will be $210,000 per year ($17,500 per month) payable
in accordance with Amyris’ regular payroll schedule which is currently semi-monthly. Your salary will be subject to adjustment
from time to time pursuant to Amyris’ employee compensation policies then in effect.


 


Bonus


If you are hired after October 1, 2010, you will not be eligible for a performance based
bonus for the 2010 performance year. You will be eligible for a performance based bonus starting in 2011. Subject to the approval
of the Board, your annual bonus target will be up to twenty percent (20%) of your earned base salary.  Such bonus will be
payable provided that (i) you achieve certain performance objectives which shall be established during the first month of your
employment with Amyris, (ii) you are still employed by Amyris at year-end and when the bonus is paid out.


 


Benefits 


You will be eligible to participate in the employee benefits and
benefit plans that are available to full-time employees of Amyris. Currently, these include (i) 12 paid holidays, (ii) 3 weeks
of paid vacation (pro-rated by hiring date), (iii) up to 6 days of paid sick leave per year (pro-rated by hiring date), (iv) medical
insurance, (v) dental insurance, (vi) supplemental health and flexible spending accounts, (vii) group term life insurance, (viii)
accidental death & disability insurance, (ix) long-term disability insurance, and (x) 401K plan. You will also be eligible
to receive paid access to gym facilities. The terms of your benefits will be governed by the applicable plan documents and Amyris’
company policies. Enclosed is an Employee Benefit Overview.


 






    


     

    

Equity 


Amyris will recommend to its Board of Directors that you be granted
an option to purchase 25,000 shares of common stock of Amyris at the fair market value of the common stock on the date of Board
approval. Such shares would vest as follows: (i) twenty percent (20%) upon completion of your twelfth (12th) month of
employment, and (ii) the balance in a series of forty-eight (48) equal monthly instalments upon completion of each additional month
of employment with Amyris thereafter. Any option(s) granted to you will be subject to the then-current terms and conditions of
Amyris’ employee stock option plan and agreement.


 


Amyris’ Company Policies 


As an employee of Amyris, you will be subject to, and expected to
comply with its policies and procedures, personnel and otherwise, as such policies are developed and communicated to you.


 


“At-Will” Employment 


Employment with Amyris is “at-will”. This means that
it is not for any specified period of time and can be terminated by you or by Amyris at any time, with or without advance notice,
and for any or no particular reason or cause. It also means that your job duties, title and responsibility and reporting level,
compensation and benefits, as well as Amyris’ personnel policies and procedures, may be changed at any time in the sole discretion
of Amyris. However, the “at-will” nature of your employment shall remain unchanged during your tenure as an employee
of Amyris and may not be changed, except in an express writing signed by you and by an Amyris Executive.


 


Full-Time Service to Amyris


The Company requires that, as a full-time employee, you devote your
full business time, attention, skills and efforts to the tasks and duties of your position as assigned by the Company. If you wish
to request consent to provide services (for any or no form of compensation) to any other person or business entity while employed
by Amyris, you must first receive permission from an Amyris Executive.


 


Conditions of Offer. 


In order to accept this offer, and for your acceptance to be effective,
you must satisfy the following conditions:


 


		·	You must provide satisfactory documentary proof of your identity and right to work in the United
States of America on your first day of employment.



 


		·	You must agree in writing to the terms of the enclosed Proprietary Information and Inventions
Agreement (“PIIA”) without modification.



 


		·	You must consent to, and Amyris must obtain satisfactory results from, reference and background
checks. Until you have been informed in writing by the Company that such checks have been completed and the results satisfactory,
you may wish to defer reliance on this offer.



 


		·	You must agree in writing to the terms of the enclosed Mutual Agreement to Binding Arbitration
(“Arbitration Agreement”) without modification.



 






    


     

    

By signing and accepting this offer, you represent and warrant that:
(i) you are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise
which may be an impediment to your employment with, or your providing services to, Amyris as its employee; and (ii) you have not
and shall not bring onto Amyris’ premises, or use in the course of your employment with Amyris, any confidential or proprietary
information of another person, company or business enterprise to whom you previously provided services.


 


Entire Agreement


Provided that the conditions of this offer and your acceptance are
satisfied, this letter together with the enclosed PIIA and Arbitration Agreement (collectively, the “Offer Documents”)
shall constitute the full and complete agreement between you and Amyris regarding the terms and conditions of your employment.
The Offer Documents cancel, supersede and replace any and all prior negotiations, representations or agreements, written and oral,
between you and Amyris or any representative or agent of Amyris regarding any aspect of your employment. Any change to the terms
of your employment with Amyris, as set forth in this letter, must be in an individualized writing to you, signed by Amyris to be
effective.


 


Please confirm your acceptance of this offer, by signing and returning the enclosed copy
of this letter as well as the PIIA and Arbitration Agreement to Neevee Phamle, Human Resources Coordinator by September 28, 2010.
If not accepted by you as of that date, this offer will expire. We look forward to having you join Amyris. If you have any questions,
please do not hesitate to contact me at (510) 597-4799.


 


Sincerely,


 


/s/ Julia Tran


 


Julia Tran


Vice President of Human Resources


 


 


 


I HAVE READ AND ACCEPT THIS EMPLOYMENT OFFER:


 





	 /s/ Nicholas Khadder	9/21                  , 2010
	NICHOLAS KHADDER	Date







 


 


 


 


Enclosures


Proprietary Information and Inventions Agreement


Mutual Agreement to Arbitrate


Employee Benefits Overview