Exhibit 10.14


 





 


December 18,
2008


 


Robert
Engle


Schloss Str. 37


Hofheim, Germany 65719


Via
E-Mail


 


Re:  Employment Agreement


 


Dear Bob:


 


This letter is to confirm
our understanding with respect to your employment by Metabolix, Inc. (the “Company”).  The terms and conditions agreed to in this
letter are hereinafter referred to as the “Agreement.”  In consideration of the mutual promises and
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, we have agreed as follows:


 


1.               Employment.


 


1.1.          General.  The Company will employ you, and you will be
employed by the Company, as General Manager of Telles, LLC (“Telles”), the
Company’s joint venture with Archer Daniels Midland Company, reporting to the
Telles Board of Directors,  and you
shall have the responsibilities, duty and authority commensurate with that
position.  You will also perform such
reasonable other and/or different services for Telles as may be assigned to you
from time to time.  You agree that if
your employment hereunder ends for any reason, you will tender to the Company
your resignation of all offices with Telles or the Company as of the date of
your termination.


 


1.2.          Devotion
to Duties.  While you are employed
hereunder, you will use your best efforts, skills and abilities to perform
faithfully all duties assigned to you pursuant to this Agreement and will
devote your full business time and energies to the business and affairs of
Telles.  While you are employed
hereunder, you will not undertake any other employment from any person or
entity without the prior written consent of Telles.


 


2.               Term.  The Company hereby agrees to employ you, and
you hereby accept employment with the Company, upon the terms set forth in this
Agreement, for the period commencing on January 15, 2008 (or such other
date as the parties shall mutually agree) (the “Commencement Date”) and ending
on the first anniversary of the Commencement Date (such period is the “Initial
Term”), subject to earlier termination as provided in Section 4; provided,
however, that at the end of such Initial Term and each anniversary date
thereafter, the term of this Agreement will automatically be extended for an
additional year unless, not


 


Metabolix | 21 Erie
Street | Cambridge | MA | 02139 | USA


tel: 617 583 1700 | fax:
617 583 1767 | www.metabolix.com

















 


less than thirty (30) days prior to the end of such
Initial Term or one (1) year extension period, as the case may be, the
Company or you shall have given written notice that it or you elects not to
have the term extended.  The term of this
Agreement as extended and defined by this Section shall be referred to as
the “Agreement Term.”


 


3.               Compensation.


 


3.1.          Base Salary.  While you are employed hereunder, the Company
will pay you a base salary at the annual rate of no less than $240,000 per year
(the “Base Salary”).  The Company will
pay such base salary on a semi-monthly basis in accordance with the Company’s
normal payroll practices and will deduct from each monthly salary payment all
amounts required to be deducted or withheld under applicable law or under any
employee benefit plan in which you participate.


 


3.2.          Bonus Opportunity.  You will be eligible to receive an annual
cash bonus in an amount of up to 120% of the Base Salary, based upon the
Company’s good faith assessment of your achievement of individual goals, and of
Telles’s achievement of its goals, which assessment shall be done by the
Company’s Compensation Committee in conjunction with the Telles Board of
Directors.  Individual goals for each
calendar year will be established, and modified, in good faith by you and the
Telles Board of Directors in conjunction with the Company’s Compensation
Committee.  The Company expects that the
annual target bonus opportunity will be in the range of 60% of your Base Salary
if your performance fully meets those expectations.  To
the extent the Company awards you a cash bonus, the bonus, if payable, shall be
calculated and paid no later than two and a half months following the later of
the close of the calendar or Company fiscal year to which such bonus relates.  In order to receive an annual bonus, you must
be employed at the time of a timely payment. 
For your first year of
employment, and any other partial year, your cash bonus will be awarded on a
pro rata basis.


 


3.3.          Equity Compensation.  At the first meeting of the Company’s
Compensation Committee following the Commencement Date, the Company shall grant
you a stock option under the Metabolix, Inc. 2006 Stock Option and
Incentive Plan, as amended and restated (the “2006 Stock Plan”), to purchase
50,000 shares of common stock of the Company (the “Option”) at an exercise
price equal to the Fair Market Value (as defined in the 2006 Stock Plan) of the
Company’s common stock on the date of such grant.  Provided you are employed by the Company on
the vesting date, the Option shall vest in equal installments as to 1/16 of the
shares three months after the Commencement Date and on the last day of each
three (3) month period following the first vesting date until the Option
fully vests. Except as provided herein, the Option will be subject to the terms
and conditions of the 2006 Stock Plan and the customary terms and conditions of
the Company’s standard form of stock option agreement.  To the extent allowed pursuant to Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”), such option
shall be deemed to be an incentive stock option.


 


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3.4.          Relocation.  In addition to the above, the
Company will provide you the relocation benefits set forth in Appendix A
attached hereto.  You must submit
any request for reimbursement no later than ninety (90) days following the date
that such relocation expense is incurred in accordance with the Company’s
reimbursement policy regarding same and relocation expenses must be
substantiated by appropriate receipts and documentation.  If a relocation
expense reimbursement is not exempt from Section 409A of the Code, any
reimbursement in one calendar year shall not affect the amount that
may be reimbursed in any other calendar year and a reimbursement (or
right thereto) may not be exchanged or liquidated for another benefit or
payment.  Any relocation expense reimbursements subject to Section 409A
of the Code shall be made no later than the end of the calendar year following
the calendar year in which you incur such relocation expense.


 


3.5.          Vacation.  You will be entitled to paid vacation and
paid holidays, accrued and used in accordance with the Company’s policies as
currently in effect. All vacation days will be taken at times mutually agreed
by you and the Company and will be subject to the business needs of the
Company.


 


3.6.          Fringe
Benefits.  You will be entitled to
participate in employee benefit plans which the Company provides or may
establish for the benefit of its senior executives (for example, group life,
disability, medical, dental and other insurance, retirement, pension,
profit-sharing and similar plans) (collectively, the “Fringe Benefits”).  Your eligibility to participate in the Fringe
Benefits and receive benefits thereunder will be subject to the plan documents
governing such Fringe Benefits.  Nothing
contained herein will require the Company to establish or maintain any Fringe
Benefits.


 


3.7.          Reimbursement of
Certain Expenses.  You shall be
reimbursed for such reasonable and necessary business expenses incurred by you
while you are employed by the Company, which are directly related to the
furtherance of the Company’s business.  You must submit any request for
reimbursement no later than ninety (90) days following the date that such
business expense is incurred in accordance with the Company’s reimbursement
policy regarding same and business expenses must be substantiated by
appropriate receipts and documentation.  If a business expense
reimbursement is not exempt from Section 409A of the Code, any
reimbursement in one calendar year shall not affect the amount that
may be reimbursed in any other calendar year and a reimbursement (or
right thereto) may not be exchanged or liquidated for another benefit or
payment.  Any business expense reimbursements subject to Section 409A
of the Code shall be made no later than the end of the calendar year following
the calendar year in which you incur such business expense.


 


4.               Termination.  This Agreement shall terminate upon the
occurrence of any of the following:


 


4.1.          Expiration
of the Agreement Term.  This
Agreement shall terminate at the expiration of the Agreement Term as set forth in Section 2.


 


3

















 


4.2.          Termination for Cause.  This Agreement shall terminate, at the
election of the Company, for Cause upon written notice by the Company to
you.  For the purposes of this Section, “Cause”
for termination shall be limited to the following:


 


a)          Your
conviction of a felony; or


 


b)          Your commission of
fraud, or misconduct that results in material and demonstrable damage to the
business or reputation of the Company; or


 


c)           Your willful and
continued failure to perform your duties hereunder (other than such failure
resulting from your incapacity due to Disability, as defined herein) within 10
business days after the Company delivers a written demand for performance to
you that specifically identifies the actions to be performed.


 


4.3.          Termination by the
Company Without Cause or by You for Good Reason.  This Agreement shall terminate at the
election of the Company, without Cause, at any time upon 30 days prior written
notice by the Company to you or by you for Good Reason (as defined herein).


 


4.4.          Death
or Disability.  The Agreement shall
terminate upon your death or disability. If you shall be disabled so as to be
unable to perform the essential functions of your position under this Agreement
with or without reasonable accommodation, the Board may remove you from any
responsibilities and/or reassign you to another position with the Company
during the period of such disability, and such reassignment shall not trigger a
Good Reason termination as provided herein. 
Notwithstanding any such removal or reassignment, you shall continue to
receive your Base Salary (less any disability pay or sick pay benefits to which
you may be entitled under the Company’s policies) and benefits under this
Agreement (except to the extent that you may be ineligible for one or more such
benefits under applicable plan terms) for a period of three months, and your
employment may be terminated by the Company at any time thereafter.  Nothing in this Section shall be
construed to waive your rights, if any, under existing law including, without
limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with
Disabilities Act, 42 U.S.C. §12101 et seq.


 


Notwithstanding the foregoing, if and only to the
extent that your disability is a trigger for the payment of deferred
compensation, as defined in Section 409A of the Code, “disability” shall
have the meaning set forth in Section 409A(a)(2)(C) of the Code.


 


4.5.          Voluntary Termination
by You.  You may terminate this
Agreement at your election upon not less than 30 days prior written notice to
the Company.


 


4.6.          Definition of Good
Reason.  As used in this Agreement, ‘Good
Reason’ means that you have complied with the ‘Good Reason Process’
(hereinafter defined) following the 


 


4

















 


occurrence of any of the
following events:  (i) a material
diminution in your responsibilities, authority or duties; (ii) a material
diminution in your Base Salary; (iii) a material change in the geographic
location at which you provide services to the Company; or (iv) the
material breach of this Agreement by the Company.  ‘Good Reason Process’ shall mean that (i) you
reasonably determine in good faith that a ‘Good Reason’ condition has occurred;
(ii) you notify the Company in writing of the occurrence of the Good
Reason condition within 60 days of the occurrence of such condition; (iii) you
cooperate in good faith with the Company’s efforts, for a period not less than
30 days following such notice (the ‘Cure Period’), to remedy the
condition; (iv) notwithstanding such efforts, the Good Reason condition
continues to exist; and (v) you terminate your employment within 60 days
after the end of the Cure Period.  If the
Company cures the Good Reason condition during the Cure Period, Good Reason
shall be deemed not to have occurred.


 


5.               Effect
of Termination.


 


5.1.          Termination
for Cause, Death, Disability or Voluntary Resignation.  In the event (i) you are terminated for
Cause; (ii) you are terminated for death or Disability; or (iii) you
voluntarily resign (other than for Good Reason), unless otherwise specifically
provided herein, you, or your estate, shall be eligible only to receive (i) the
portion of your Base Salary as has accrued prior to the effectiveness of such
termination and has not yet been paid, (ii) an amount equal to the value
of your accrued unused vacation days, and (iii) reimbursement for expenses
properly incurred by you on behalf of the Company prior to such termination if
such expenses are properly documented in accordance with Company policy and
practice and submitted for reimbursement within 30 days of the termination date
(collectively, the “Accrued Obligations”). 
Such amounts will be paid promptly after termination in accordance with
applicable law but in no event more than 45 days after the date on which your
employment terminates.


 


5.2.          Termination
Without Cause or Resignation for Good Reason.  In the event that (i) you are terminated
without Cause; or (ii) you resign for Good Reason, then in addition to the
Accrued Obligations, and contingent on your executing a complete release of
claims against the Company, and provided you do not revoke the release (a fully
effective release is hereafter, the “Release”) within thirty (30) days after
the date of termination, you shall be entitled, in addition to the Accrued
Obligations, to receive continuation of your Base Salary in effect at the time
of termination for a period of twelve (12) months, commencing on the 37th day after the date on which your employment
terminates (provided the Release is effective prior to such date), payable in
accordance with the Company’s normal payroll practices, provided that the first
payment will include all amounts which would have been paid in the 37 days
following your termination of employment.


 


In addition to the
foregoing, you shall be entitled to receive payment of COBRA premiums to
maintain medical and dental benefits, if any, in effect at the time of
termination for the earlier of (x) 12 months following the termination and
(y) the date you 


 


5

















 


become insured under a
medical insurance plan providing similar benefits to that of the Company plan.


 


5.3.          Expiration
of Agreement.  In the event the Agreement Term expires and
the Company elects not to extend the Agreement, it shall be considered a
termination by the Company without Cause and, in addition to the Accrued Obligations, you shall be entitled to the
same benefits provided in Section 5.2 herein, upon your execution of the
Release; provided, that notwithstanding the foregoing, if you continue in the
employment of the Company after the expiration of the Agreement Term, this Section 5.3
shall be of no further force and effect.


 


5.4.          Additional
Benefits upon Termination in Connection With a Change of Control.  In the event that your employment is
terminated by the Company without Cause or by you for Good Reason (each as
defined herein) within 12 months immediately following or 6 months immediately
prior to a Change of Control, then, in addition to the Accrued Obligations and
the benefits described in Section 5.2, you shall be entitled to receive
full vesting of all unvested equity, including but not limited to any options
or restricted stock granted to you under the 2006 Stock Plan or any authorized
successor stock plan, provided that the conditions to vesting other than the
passage of time have been satisfied.


 


5.5.          Excise
Tax.  You agree that the payments and
benefits hereunder, and under all other contracts, arrangements or programs
that apply to you (the “Company Payments”), shall be reduced to an amount that
is one dollar less than the amount that would trigger an excise tax under Section 4999
of the Code, as determined in good faith by the Company’s independent public
accountants, provided, however, that the reduction shall
occur only if the reduced Company Payments received by you (after taking into
account further reductions for applicable federal, state and local income,
social security and other taxes) would be greater than the unreduced Company
Payments to be received by you minus (i) the excise tax payable with
respect to such Company Payments under Section 4999 of the Code; and (ii) all
applicable federal, state and local income, social security and other taxes on
such Company Payments.  You and the
Company agree to cooperate in good faith with each other in connection with any
administrative or judicial proceedings concerning the existence or amount of
golden parachute penalties with respect to payments or benefits that you
receive. In the event that such payments are required to be reduced pursuant to
this Section, such payments shall be reduced in the following order:  (1) cash payments not subject to Section 409A
of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based
payments and acceleration; and (4) non-cash forms of benefits, and to the
extent any payment is to be made over time (e.g., in installments, etc.), then
the payments shall be reduced in reverse chronological order.


 


5.6.          “Change of Control”.  As
used herein, a “Change of Control” shall occur or be deemed to have occurred
only upon any one or more of the following events:


 


6

















 


a)              any “person” (as
such term is used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial
owner” (as such term is defined in Rule 13d-3 promulgated under the
Exchange Act) (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned, directly or indirectly, by the stockholders of the Company, in
substantially the same proportions as their ownership of stock of the Company),
directly or indirectly, of securities of the Company, representing fifty
percent (50%) or more of the combined voting power of the Company’s then
outstanding securities; or


 


b)             persons who, as of
the Commencement Date, constituted the Company’s Board of Directors (the “Incumbent
Board”) cease for any reason including, without limitation, as a result of a
tender offer, proxy contest, merger, consolidation or similar transaction, to
constitute at least a majority of the Board of Directors, provided that any
person becoming a director of the Company subsequent to the Commencement Date
whose election was approved by at least a majority of the directors then
comprising the Incumbent Board shall, for purposes of this Section, be
considered a member of the Incumbent Board; or


 


c)              the consummation of
a merger or consolidation of the Company with any other corporation or other
entity, other than (1) 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) more than fifty percent (50%)
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation or (2) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no “person” (as hereinabove defined) acquires
more than fifty percent (50%) of the combined voting power of the Company’s
then outstanding securities; or


 


d)             the stockholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets.


 


5.7.          Separation
from Service.  Notwithstanding
anything set forth in Sections 4 and 5 of this Agreement, a termination of
employment shall be deemed not to have occurred until such time as you incur a “separation
from service” with the Company in accordance with Section 409A(a)(2)(A)(i) of
the Code and the applicable provisions of Treasury Regulation Section 1.409A-1(h).


 


5.8.          Section 409A.  Anything in this Agreement to the contrary
notwithstanding, if at the time of your ‘separation from service,’ the Company
determines that the you are a ‘specified employee’ within the meaning of Section 409A(a)(2)(B)(i) of
the Code, then 


 


7

















 


to the extent any
payment or benefit that you become entitled to under this Agreement on account
of your separation from service would be considered deferred compensation
subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of
the Code as a result of the application of Section 409A(a)(2)(B)(i) of
the Code, such payment shall not be payable and such benefit shall not be
provided until the date that is the earlier of (A) six months and one day
after your separation from service, or (B) your death.  If any such delayed cash payment is otherwise
payable on an installment basis, the first payment shall include a catch-up
payment covering amounts that would otherwise have been paid during the
six-month period but for the application of this provision, and the balance of
the installments shall be payable in accordance with their original
schedule.  Solely for purposes of Section 409A
of the Code, each installment payment described in Section 5 is considered
a separate payment.


 


6.               Taxes.  All payments required to be made by the
Company to you under this Agreement shall be subject to the withholding of such
amounts for taxes and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation.  To the extent
applicable, it is intended that this Agreement be exempt from, or comply with, the provisions of Section 409A of
the Code, and this Agreement shall be construed and applied in a manner
consistent with this intent.  In the
event that any severance payments or benefits hereunder are determined by the
Company to be in the nature of nonqualified deferred compensation payments, you
and the Company hereby agree to take such actions as may be mutually agreed to
ensure that such payments or benefits comply with the applicable provisions of Section 409A
of the Code and the official guidance issued thereunder.  Notwithstanding the foregoing, the
Company does not guarantee the tax treatment or tax consequences associated
with any payment or benefit arising under this Agreement.


 


7.               Noncompetition,
Confidentiality and Inventions Obligations. 
You agree to execute the Employee Noncompetition, Confidentiality and
Inventions Agreement attached as Appendix B hereto simultaneously with the
execution of this Agreement.


 


8.               Disclosure
to Future Employers.  You will
provide, and the Company, in its discretion, may similarly provide, a copy of
the covenants contained in the Employee Noncompetition, Confidentiality and
Inventions Agreement to any business or enterprise which you may, directly or
indirectly, own, manage, operate, finance, join, control or in which you may
participate in the ownership, management, operation, financing, or control, or
with which you may be connected as an officer, director, employee, partner,
principal, agent, representative, consultant or otherwise.


 


9.               Representations.  You hereby represent and warrant to the
Company that you understand this Agreement, that you enter into this Agreement
voluntarily and that your employment under this Agreement will not conflict
with any legal duty owed by you to any other party.


 


8

















 


10.         General.


 


10.1.             Notices.  Whenever any notice is required hereunder, it
shall be given in writing addressed as follows:


 


	
  To Company:

  	
  Metabolix, Inc.

  
	
   

  	
  21 Erie Street

  
	
   

  	
  Cambridge, Ma 02139

  
	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  
	
  To the Executive:

  	
  Robert Engle

  
	
   

  	
  c/o Metabolix, Inc.

  
	
   

  	
  21 Erie Street

  
	
   

  	
  Cambridge, MA 02139

  



 


All notices, requests,
consents and other communications hereunder which are required to be provided,
or which the sender elects to provide, in writing, will be addressed to the
receiving party’s address set forth above or to such other address as a party
may designate by notice hereunder, and will be either (i) delivered by
hand, (ii) sent by overnight courier, or (iii) sent by registered or
certified mail, return receipt requested, postage prepaid.  All notices, requests, consents and other
communications hereunder will be deemed to have been given either (i) if
by hand, at the time of the delivery thereof to the receiving party at the
address of such party set forth above, (ii) if sent by overnight courier,
on the next business day following the day such notice is delivered to the
courier service, or (iii) if sent by registered or certified mail, on the
5th business day following the day such mailing is
made.


 


10.2.            Entire Agreement.  This Agreement, together with any Stock
Option Agreements executed by you and the Company (either prior to or in
conjunction with this Agreement) and the Employee Noncompetition,
Confidentiality and Inventions Agreement, embody 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. 
No statement, representation, warranty, covenant or agreement of any
kind not expressly set forth in this Agreement will affect, or be used to
interpret, change or restrict, the express terms and provisions of this Agreement.


 


10.3.            Modifications and
Amendments.  The terms and provisions
of this Agreement may be modified or amended only by written agreement executed
by the parties hereto.


 


10.4.            Waivers and
Consents.  The terms and provisions
of this Agreement may be waived, or consent for the departure therefrom
granted, only by written document executed by the party entitled to the
benefits of such terms or provisions.  No
such waiver or consent will be deemed to be or will 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 will


 


9

















 


be effective only
in the specific instance and for the purpose for which it was given, and will
not constitute a continuing waiver or consent.


 


10.5.            Assignment.  The Company shall cause its rights and
obligations hereunder to be assumed by any person or entity that succeeds to
all or substantially all of the Company’s business or that aspect of the Company’s
business in which you are principally involved and may assign its rights and
obligations hereunder to any Company affiliate, including without limitation
Telles.  You may not assign your rights
and obligations under this Agreement without the prior written consent of the
Company and any such attempted assignment by you without the prior written
consent of the Company will be void; provided, however, in the event of your
death, your rights, compensation and benefits under this Agreement shall inure
to the benefit of your estate, such that, for example, stock issuable to you,
and awards and payments payable to you, shall be issued and paid to your
estate.


 


10.6.            Governing Law.  This Agreement and the rights and obligations
of the parties hereunder will be construed in accordance with and governed by
the law of Massachusetts, without giving effect to the conflict of law
principles thereof.


 


10.7.            Jury Waiver.
You and the Company agree to waive trial by jury in connection with any action
arising from or relating to this Agreement.


 


10.8.            Severability.  The parties intend this Agreement to be
enforced as written.  However, if any
portion or provision of this Agreement is to any extent declared illegal or
unenforceable by a duly authorized court having jurisdiction, then the
remainder of this Agreement, or the application of such portion or provision in
circumstances other than those as to which it is so declared illegal or
unenforceable, will not be affected thereby, and each portion and provision of
this Agreement will be valid and enforceable to the fullest extent permitted by
law.


 


10.9.            Headings and
Captions.  The headings and captions
of the various subdivisions of this Agreement are for convenience of reference
only and will in no way modify or affect the meaning or construction of any of
the terms or provisions hereof.


 


10.10.      Acknowledgments.  You recognize and agree that the enforcement
of the Noncompetition, Nondisclosure and Inventions Agreement is necessary to
ensure the preservation, protection and continuity of the business, trade
secrets and goodwill of the Company.  You
agree that, due to the proprietary nature of the Company’s business, the
restrictions set forth in the Noncompetition, Confidentiality and Inventions
Agreement are reasonable as to time and scope.


 


10.11.      Counterparts.  This Agreement may be executed in two or more
counterparts, and by different parties hereto on separate counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.


 


10

















 


10.12.      Conditions.  This Agreement is subject to and contingent
upon the Company’s receipt of proof that you have appropriate authorization to work in the United States as required by
U.S. laws and regulations, and upon satisfactory completion of a background
check.


 


If the foregoing accurately sets forth our agreement,
please so indicate by signing and returning to us the enclosed copy of this
Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  METABOLIX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Richard P. Eno

  
	
   

  	
  Name:

  	
  Richard P. Eno

  
	
   

  	
  Title:

  	
  President & CEO

  
				



 


	
  Accepted and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Robert Engle

  	
   

  	
  12/19/2008

  
	
  Robert Engle

  	
   

  	
  Date

  



 


Attachments:


Appendix
A – Relocation


Appendix
B – Employee Noncompetition, Confidentiality and Inventions Agreement


 


11

















 


Relocation Reimbursement Program


 


Metabolix
will reimburse you for the following expenses, upon submission of documentation
in accordance with Section 3.5 of your employment agreement, up to a
maximum total of US$60,000:


 


a.               Fees and costs of relocation and/or expat
services incurred in connection with your relocation from Germany to Boston;


 


b.              Reasonable expenses for moving your household
goods from your current residence to the Boston area, including:


 


·                  Full
packing, shipping and delivery of goods from your primary residence in
Germany.  All packing shipping and
delivery must be completed on a weekday


·                  Temporary
storage in transit if necessary, including warehouse handling charges, delivery
charges, and other reasonable expenses, for a maximum of thirty (30) days


·                  Full
replacement value insurance (maximum liability of US$100,000)


·                  Import/customs
duties (excluding those levied on goods listed below)


·                  Partial
unpacking


·                  Appliance
hook-up (applies only to items shipped from former location)


·                  One
trash pick-up at the new location


 


The
Company will not arrange, pay for, or assume liability for shipment of items
that are difficult or unusually costly to transport or insure.  These items include, but are not limited to,
the following:


 


·                  Automobiles,
boats or any other motorized vehicle;


·                  Pets;


·                  Valuables
– jewelry, antiques, furs, currency, etc.


·                  Pianos


·                  Pool
tables


·                  Firearms
and ammunition


·                  Flammable
items – matches, paint, cleaning and lighting fluids, laundry detergents,
aerosols, candles, etc.


·                  Construction
materials, fireplace wood, etc.


·                  Food/perishables,
alcoholic beverages or plants


·                  Electrical
appliances – unless the electrical system in the US is compatible


·                  Unusual
or irreplaceable items.


 


If
you choose to transport such goods, it will be at your own expense.


Specialized
packing and shipping arrangements not included in this program are the
responsibility of the employee.  This
includes additional insurance, storage and other charges not specifically
mentioned above.


 


c.               Two house hunting trips for you and your
fiancée;


d.              Reasonable double living expenses for a
period of up to 3 months;


e.               The Company will also cover other reasonable
miscellaneous relocation expenses upon submission of receipts.


 


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