EX-10.36



 Exhibit 10.36 
 October 11, 2012 
 Charles H. Abdalian, Jr. 

62 Vaughn Hill Road 
 Bolton, MA 01740

  

	 	Re:	Employment Agreement 

 Dear Chuck:

 On behalf of BG Medicine, Inc. (the “Company”), and the entire Board of Directors of the Company (the
“Board”), I am delighted to offer you employment with the Company. This offer letter agreement (the “Agreement”) describes the terms and conditions of such employment. 

1. Position. 
 a. Position and Responsibilities. Your initial position shall be Executive Vice President, Chief Financial Officer (“CFO”), reporting to the Company’s President and Chief
Executive Officer (“CEO”) or his/her designee. We anticipate that your employment shall start effective October 18, 2012 (the “Start Date”). In this key position you shall initially have responsibility for guiding the
Company’s financial goals and objectives, directing budgets and compliance initiatives, overseeing investment of the Company’s funds and managing financial risks, supervising cash management activities, executing capital-raising strategies
to support the Company’s expansion and strategic initiatives, as well as financial reporting to the Board of Directors and the Chief Executive Officer. As you progress with the Company, your position and assignments are, of course, subject to
change, and you shall also be expected to perform such other and/or different services for the Company, including broader corporate responsibilities, as may be assigned to you from time to time by the President and CEO. You agree to discharge such
duties faithfully and diligently and shall dedicate your full business time to the business and affairs of the Company. 
 b. Limitation on Outside Activities. While you are employed hereunder, you shall not undertake any other employment, consultancy, directorship or other work engagement with any person or entity
without the prior written consent of the Company, provided that nothing contained in this paragraph shall prevent or limit your right to manage your personal investments on your own personal time, including, without limitation the right to
make passive investments in the securities of: (i) any entity which you do not control, directly or indirectly, and which does not compete with the Company, or (ii) any publicly held entity so long as your aggregate direct
and indirect interest does not exceed two percent (2%) of the issued and outstanding securities of any class of securities of such publicly held entity. Additionally, so long as such activities do not interfere with your performance of your
duties hereunder (including the devotion of business time and energies to the business and affairs of the Company, as described 

  
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above), you also may participate in civic and charitable activities, but shall not serve in any official capacity, including as a member of a board, without the prior written approval of the
Company. 
 c. At-Will Employment. This Agreement and the accompanying documents and agreements summarize
and set forth important terms about your employment with the Company. No provision of this Agreement shall be construed to create an express or implied promise of employment for any specific period of time. As is generally true for Company
employees, you shall be employed on an at-will basis, which means that neither you nor the Company is guaranteeing this employment relationship for any specific period of time. Either of the parties hereto may choose to end the employment
relationship at any time, for any reason, with or without notice, subject to the provisions hereof. Other than the terms of this Agreement, the Company reserves the right to alter, supplement or rescind its employment procedures, benefits or
policies (other than the employment at-will policy) at any time in its sole and absolute discretion and without notice. 
 2.
Compensation. 
 a. Salary. Your initial base pay shall be at a rate of $12,083.33 on a semi-monthly
basis ($290,000 on an annualized basis), minus customary deductions for federal and state taxes and the like, payable in periodic installments in accordance with the Company’s normal payroll practices. Your salary shall be subject to annual
performance review and adjustment in the Company’s sole discretion. You understand and acknowledge that the annualized amount of this salary is set forth as a matter of convenience and does not constitute nor shall be deemed to constitute an
agreement by the Company to employ you for any specific period of time. 
 b. Annual Performance Bonus.
You shall be eligible to receive an annual bonus of up to forty percent (40%) of your base salary, payable upon the achievement, as determined by the President and CEO, of specific milestones to be mutually agreed upon by you and the CEO in
writing on an annual basis. The annual bonus, if any, shall be paid to you no later than March 15th of the calendar year immediately following the calendar year in which it was earned. 

c. Stock Options. Subject to the terms of and contingent upon your execution of a stock option agreement (the
“Option Agreement”) issued pursuant to the Company’s 2010 Employee, Director and Consultant Stock Plan (the “Stock Plan”), and subject to Board approval, you shall be granted an option to purchase 140,000 shares of common
stock of the Company at an exercise price equal to the Fair Market Value (as defined in the Stock Plan) of the stock at the time of the grant. The option shall vest 25% on the first anniversary of the Start Date and thereafter the remaining 75%
shall vest in equal installments on a quarterly basis on the last day of each quarter over a period of three years following such first anniversary, provided that you remain employed by the Company on the vesting day. The aforesaid shall be subject
to the specific terms and conditions of the applicable plan document, which, in the case of inconsistency, shall govern. 

  
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 d. Benefits. You shall be eligible to participate in the
Company’s benefit plans to the same extent as, and subject to the same terms, conditions and limitations applicable to, other Company employees of similar rank and tenure. Summaries of each of the Company’s benefit plans are available to
you. Any descriptions of benefits and other compensation arrangements set forth herein are meant to be summary in form and may be subject to change. If any benefit is subject to a benefit plan, the terms of that plan shall control. Each calendar
year you shall be eligible to receive four (4) weeks vacation and up to twelve (12) holidays, as set forth by the Company and subject to the Company’s vacation and holiday policies as in effect from time to time. Such time off should
be scheduled to minimize disruption to the Company’s operations. These benefits, of course, may be modified, changed or eliminated from time to time at the sole discretion of the Company, and the provision of such benefits to you in no way
changes or impacts your status as an at-will employee. 
 e. Reimbursements. The Company shall reimburse
you for all ordinary, reasonable and documented out-of-pocket business expenses incurred by you in furtherance of the Company’s business and the performance of your job duties in accordance with the Company’s policies with respect thereto
as in effect from time to time. You must submit any request for reimbursement no later than forty five (45) days following the date that such business expense is incurred. All reimbursements provided under this Agreement shall be made or
provided in accordance with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and any successor statute, regulation and guidance thereto (collectively, the “Code”).

 3. Severance Pay and Benefits upon Termination of Employment. 

a. Termination Other Than for Cause, Death or Disability. Should the Company involuntarily terminate your
employment for reasons other than for “Cause” or “Disability” (as these terms are defined in the Stock Plan) or death, and conditioned upon your execution and non-revocation of a separation agreement which shall contain, among
other things, a full and general release of claims to the Company and its affiliates and their respective directors, officers, agents and employees, in a form satisfactory to the Company, and upon your compliance with your obligations set forth in
your Non-Competition, Confidentiality and Intellectual Property Agreement (the “Confidentiality Agreement,” as described in Section 6 below), then the Company shall provide you with: (i) payments equal to nine
(9) months of your then current base salary, payable in periodic installments over nine (9) months in accordance with the Company’s normal payroll practices; and (ii) if the Company is subject to the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”) or similar state law and if you properly elect to receive benefits under COBRA, nine (9) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your
coverage at the level in effect immediately prior to your termination. If you are entitled to the payments and benefits described in this paragraph (a), then you shall not be entitled to the payments and benefits described in paragraph
(b) below. 
 b. Termination upon a Change of Control. Should the Company involuntarily terminate
your employment within twelve (12) months following the 

  
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consummation of a Change of Control for reasons other than for “Cause” or “Disability” (as these terms are defined in the Stock Plan) or death, and conditioned upon your
execution of a separation agreement which shall contain, among other things, a full and general release of claims to the Company and its affiliates and their respective directors, officers, agents and employees, in a form satisfactory to the
Company, and upon your compliance with your obligations set forth in the Confidentiality Agreement, then the Company shall provide you with: (i) payments equal to twelve (12) months of your then current base salary, payable in
periodic installments over twelve (12) months, in accordance with the Company’s normal payroll practices; and (ii) if the Company is subject to COBRA or similar state law and if you properly elect to receive benefits under
COBRA, twelve (12) months of your COBRA premiums at the Company’s normal rate of contribution for employees for your coverage at the level in effect immediately prior to your termination; and (iii) an amount of your unvested
option shares, equal to the amount in which you would have vested had you remained employed with the Company for a period of twelve (12) months following the date of termination, shall become immediately vested and exercisable, subject to the
specific terms and conditions of the Stock Plan, which, in the case of inconsistency, shall govern. If you are entitled to the payments and benefits described in this paragraph (b), then you shall not be entitled to the payments and benefits
described in paragraph (a) above. 
 c. Any severance payments paid under this Section 3 shall
commence on the sixtieth (60th) day following your separation from service, provided that, as stated above: (i) you sign and do not revoke the above-referenced separation agreement (which shall be provided to you within five
(5) days following a qualifying separation from employment), and (ii) you continue to comply with the Confidentiality Agreement. 
 d. For purposes of this Agreement, “Change of Control” means: 
 (i) Ownership. Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the
Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board does not approve; or 

(ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the
Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after
such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring stockholder approval. 

  
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 “Change of Control” shall be interpreted, if applicable, in a
manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences under Section 409A of the Code. 
 e. Nothing in this Section 3 shall alter your status as an at-will employee. 
 4. Certifications by You. By signing this Agreement, you are certifying to the Company that (a) your employment with the Company does not, and shall not, require you to breach any
agreement entered into by you prior to employment with the Company (e.g., you have not entered into any agreements with previous employers, including, without limitation, confidentiality, non-competition and non-solicitation agreements, that are in
conflict with your obligations to the Company); (b) to the extent you are subject to any such restrictive agreements that may affect your employment with the Company (e.g., confidentiality, non-competition and non-solicitation agreements
that are in conflict with your obligations to the Company), you have provided the Company with a copy of any such agreements; (c) your employment with the Company does not violate any order, judgment or injunction applicable to you, and
you have provided the Company with a copy of any such order, judgment, injunction or agreement which may be applicable to you; and (d) all facts you have presented or shall present to the Company are accurate and true, including, but not
limited to, all oral and written statements you have made to the Company pertaining to your education, training, qualifications, licensing and prior work experience on any job application, resume or c.v., or in any interview or discussion with the
Company. Please understand that the Company does not want you to disclose any confidential information belonging to a previous employer or to incorporate the proprietary information of any previous employer into the Company’s proprietary
information, and expects that you shall abide by restrictive covenants to prior employers. 
 5. Required I-9
Documentation. For pug poses of completing the INS 1-9 form, you must provide the Company with sufficient documentation to demonstrate your eligibility to work in the United States on or before your first day of employment. If you have any
questions about what documentation you must provide, please contact Stacie Rader, our Vice President, Human Resources. Your employment with the Company is conditioned on your eligibility to work in the United States. 

6. Non-Competition, Confidentiality and Intellectual Property and Other Obligations by You. The Company considers the protection
of its confidential information, proprietary materials and goodwill to be extremely important. Moreover, as part of your employment with the Company, you have been, and shall be, exposed to, and provided with, valuable confidential and/or trade
secret information concerning the Company and its present and prospective clients. As a result, in order to protect the Company’s legitimate business interests, you agree, as a condition of your employment, to enter into the enclosed
Confidentiality Agreement. You must sign and return the Confidentiality Agreement before beginning your employment with the Company. Prior to accepting employment with any subsequent employer, you shall inform any such employer of any restrictions
set forth herein which apply in any way to your activities for or employment by such employer. 
 7. Certain Events. In
the event you receive payment pursuant to this Agreement and the Company (or its successor) is later required to restate its financial statements due in 

  
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whole or in part to the fraud or misconduct attributed to you, then you shall promptly repay to the Company (or its successor) any such amounts you received that were based in whole or part on
the financial statements that were required to be restated and you shall not be entitled to any further payments that are based in whole or part on the financial statements that were required to be restated. In addition, your bonuses and other
incentive-based compensation and profits on stock sales shall be subject to potential disgorgement pursuant to Section 304 of the Sarbanes-Oxley Act of 2002. 
 8. Compliance with Section 409A and 280G of the Code. 

a. Notwithstanding any other provision of this Agreement to the contrary, if any amount (including imputed income)
to be paid to you pursuant to this Agreement as a result of your termination of employment is “deferred compensation” subject to Section 409A of the Code, and if you are a “Specified Employee” (as defined under
Section 409A of the Code) as of the date of your termination of employment hereunder, then, to the extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, the payment of benefits, if any,
scheduled to be paid by the Company to you hereunder during the first six (6)-month period following the date of a termination of employment hereunder shall not be paid until the date which is the first business day after six (6) months have
elapsed since your termination of employment for any reason other than death. Any deferred compensation payments delayed in accordance with the terms of this Section 8.a. shall be paid in a lump sum on the first business day after six
(6) months have elapsed since your termination of employment. Any other payments shall be made according to the original schedule provided for herein. 
 b. If any of the benefits set forth in this Agreement are “deferred compensation” under Section 409A of the Code, then any termination of employment triggering payment of such
benefits must constitute a “separation from service” under Section 409A of the Code before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a “separation from
service” under Section 409A of the Code (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment terminates), any benefits payable under this Agreement that
constitute “deferred compensation” under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a “separation from service” under Section 409A of the Code. For purposes of
clarification, this Section 8.b. shall not cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a “separation from service” occurs. 

c. It is intended that each installment of the payments and benefits provided under this Agreement shall be treated
as a separate “payment” for purposes of Section 409A of the Code. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or
required by Section 409A of the Code. 
 d. Any reimbursements or direct payment of your expenses
subject to Section 409A of the Code shall be for expenses incurred during your lifetime (or during a 

  
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shorter period of time specified in this Agreement), and shall be made no later than the end of the calendar year following the calendar year in which such expense is incurred by you. Any
reimbursement or right to direct payment of your expense in one calendar year shall not affect the amount that may be reimbursed or paid for in any other calendar year, and any reimbursement or payment of your expense (or right thereto) may not be
exchanged or liquidated for another benefit or payment. 
 e. Notwithstanding any other provision of this
Agreement to the contrary, the Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A(a)(1) of the Code. Any provision inconsistent with Section 409A
of the Code shall be read out of the Agreement. For purposes of clarification, this Section 8.e. shall be a rule of construction and interpretation and nothing in this Section 8.e. shall cause a forfeiture of benefits on the part of you.

 f. If any payment or benefit you would receive under this Agreement, when combined with any other
payment or benefit you receive pursuant to a Change of Control (for purposes of this section, a “Payment”) would: (i) constitute a “parachute payment” within the meaning of Section 280G (“Section 280G”)
of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either: (A) the full amount of such Payment; or
(B) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local employments taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to
the Excise Tax. 
 g. The parties intend this Agreement to be in compliance with Section 409A and
Section 280G of the Code. You acknowledge and agree that the Company does not guarantee any specific tax treatment or tax consequences associated with any payment or benefit arising under this Agreement or otherwise with respect to your
employment or termination thereof, including but not limited to consequences related to Section 409A or Section 280G of the Code, and that you shall be solely responsible for same. 

9. General. 
 a. Integration. This Agreement, together with the Confidentiality Agreement, the Stock Plan and the Option Agreement and any other agreements specifically referred to herein, embodies the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. 

b. Modification; Amendment; Waiver. The terms and provisions of this Agreement may be modified or amended only by
written agreement executed by the parties hereto. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party


  
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entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 

c. Confidentiality. Because our employment discussions and the terms of your employment are confidential, it is
understood that you shall not disclose the fact or terms of such discussions or the terms of your employment with the Company to anyone other than your immediate family and your legal or financial advisor at any time, absent prior written consent
from the Company. 
 d. Assignment. The Company may assign its rights and obligations hereunder to any
person or entity that succeeds to all or substantially all of the Company’s business. You may not assign your rights and obligations hereunder without the prior written consent of the Company and any such attempted assignment by you without the
prior written consent of the Company shall be void. 
 e. Choice of Law; Jurisdiction; Waiver of Jury
Trial. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the Commonwealth of Massachusetts, without giving effect to the conflict of law principles thereof. By
accepting this Agreement and offer of employment, you agree that any action, demand, claim or counterclaim in connection with any aspect of your employment with the Company, or any separation of employment (whether voluntary or involuntary) from the
Company, shall be brought in the courts of the Commonwealth of Massachusetts or of the United States of America for the District of Massachusetts, and shall be resolved by a judge alone, and you waive and forever renounce your right to a trial
before a civil jury. 
 f. Notices. Except as otherwise specifically provided herein, any notice required
or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written
verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.
Notices to you shall be sent to your last known address in the Company’s records or such other address as you may specify in writing. Notices to the Company shall be sent to Attention: Chair, Board of Directors, B.G. Medicine, Inc., 610N
Lincoln Street, Waltham, MA 02451, or to such other Company representative as the Company may specify in writing, with a copy to Linda Rockett, Esq., Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., 1 Financial Center, Boston, MA 02111.

 g. Counterparts. This Agreement may be executed in two or more counterparts, and by different parties
hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes a signature by fax shall be treated as an original. 

  
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 The offer of employment contained in this Agreement shall remain open, unless sooner revoked
by the Company, through October 15, 2012. 
 [Signature Page to Follow] 

  
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 Please acknowledge acceptance of this Agreement by signing, dating, and indicating your
start date below. Keep one copy for your files and return one executed copy to Stacie Rader, SVP, Executive Operations and Human Resources. 
 Chuck, we look forward to having you on the team. 
  

			
	Very truly yours,
	
	BG Medicine, Inc.
		
	By:	 	 /s/ Eric Bouvier

	Eric Bouvier
	President and CEO


 Accepted and Agreed to: 
  

	
	 /s/ Charles H. Abdalian, Jr.

	Charles H. Abdalian, Jr.
	
	 October 18, 2012

	Start Date


  
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