Exhibit
10.77




 


 


 


 





October 5, 2017


 


Eduardo Alvarez


 


 


 


Dear Eduardo:


 


On
behalf of Amyris, Inc.
("Amyris" or the "Company"),
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
16, 2017, or on a different
date mutually agreed to by both parties, under the following terms:


 


Position


You
will be employed full-time by Amyris
as Chief Operating Officer (COO) reporting to
John Melo, CEO.


 


Salary


Your
base salary will be
$400,000 per year ($33,333
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 the Company's
employee compensation policies then in effect.


 


Bonus


You
will be eligible for a discretionary
performance-based bonus, with your initial aggregate
annual bonus target being 100% of base
salary. Such bonus shall
be earned and paid
out in accordance with
the applicable executive bonus plan adopted by the Company
for each year.


 


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) three weeks
of paid vacation (pro-rated by hiring
date), (iii) up to six
days of paid sick
leave per year (pro-rated by
hiring date), (iv)
medical insurance, (v) dental insurance,
(vi) vision insurance, (vii) supplemental health and
flexible spending accounts, (viii) group term
life insurance, (ix) accidental death &
disability insurance, (x) long-term
disability insurance, and
(xi) 401 K plan. You will also be
eligible to receive paid access
to adjacent gym facilities.
The terms of your benefits will be governed
by the applicable plan documents
and Amyris' company policies. Enclosed is an Employee
Benefits Overview.


 



     


     


    




 




Housing


Amyris
will provide housing in the bay area, CA
and will reimburse up
to $5,100 per month for this housing.


 


Equity
Incentiye Plan Awards


Amyris
will recommend
to its Board of Directors or
the relevant committee of
the Board of Directors that
you be granted (i) an option to
purchase 30,000 shares of common stock of Amyris; and (ii)
an award of 70,000 restricted stock
units ("RSUs").
The option would
have an exercise price per
share equal to the fair market
value of a share of Amyris common
stock on the date of grant (generally
the closing price of
Amyris common stock
on NASDAQ as of the date of
grant) and vest as follows: (i) 25% of the
shares subject to the option
upon completion of your twelfth month
of employment, and (ii) the
balance of the shares
subject to the option
in a series of 12 equal
monthly instalments upon completion of
each additional month of
employment with Amyris thereafter. The 70,000 share RSU
award would vest in
equal annual instalments over two
years from the vesting commencement date for such award
(“2017 RSU VCD"),
as determined by the Board of Directors or
the relevant committee of the
Board of Directors at the time of
grant, subject, except as provided below, to
your continued employment with Amyris through each
vesting date.


 


Amyris
will also recommend, subject to the prior approval
by its Board of Directors
and its stockholders,
and implementation, of
an amendment to its 2010 Equity Incentive
Plan ("2010 EIP")
to increase the maximum number of shares that
any employee may receive in any calendar
year under the 2010
EIP pursuant to the grant
of awards to at least 250,000 shares, to its
Board of Directors or the relevant committee
of the Board of Directors that
you be granted, on
or before the earlier of (i) July
1,2018 and (ii) Amyris
entering into a definitive agreement relating
to a proposed Change
of Control (as defined in the Severance Plan (as defined
below)) of Amyris (such earlier
date, the "Award
Deadline"), an award of 250,000 RSUs
("2018 Award'). The
2018 Award would fully
vest on the second
anniversary of the
2017 RSU VCD, subject,
except as provided below, to your continued
employment with Amyris through such
date. 


 


The
awards described above will be subject
to the then-current terms and
conditions of the 2010
EIP and related award agreements, and to
any limits on the number of
shares underlying award(s)
granted under such
plan and agreements. In the event
the number of shares authorized under the 2010
EIP is insufficient to enable
the Company to make the full 2018 Award on or before
the Award Deadline, then on the Award Deadline or as promptly
as practicable thereafter, the Company
will recommend to its Board of Directors or the relevant committee
of the Board of Directors
that you be granted a cash-based incentive award
(the "Cash-Based Award") designed to provide you
with a cash payment
upon the second anniversary of the 2017
RSU VCD ("Date of Determination")
equal to the value
you would have been entitled to
receive if the full 2018
Award had been made, less the value of any portion
of the 2018 Award actually
granted to you on or prior
to the Award Deadline,
in each case measured as
of the Date of Determination,
which Cash-Based Award will vest
on the Date of Determination, subject, except
as provided below, to your continued employment with Amyris through
such date. The Cash-Based
Award will be in full
satisfaction of Amyris' obligations
to grant the 2018
Award.


 


Amyris'
Company Policies; Indemnification Agreement


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. Amyris will enter into
its standard director and officer
indemnification agreement with
you, a copy of which accompanies
this offer.


 



     


     


    









"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 authorized Amyris
executive officer signing
on behalf of Amyris.


 


Termination
and Change in Control Benefits


As
an executive of Amyris, upon commencement
of employment, you will be eligible
to participate in the Company's
Executive Severance Plan (the "Severance
Plan"), a copy of
which is attached hereto as
Exhibit A.
In order to
participate in the Severance Plan, you will be required to execute the "Participation
Agreement" in the form attached to
the Severance Plan and to comply
with the other terms of the Severance Plan;
provided, that your Participation Agreement will provide that, in
the event that prior
to full vesting of the
equity awards set forth above in
the Equity Incentive
Plan Awards paragraph (each, an
"Award”),
your employment terminates in
circumstances entitling you to
severance benefits under
the Severance Plan (whether before or after a Change of Control (as defined
in the Severance Plan)) (a "Qualifying
Termination"), then upon such
Qualifying Termination the vesting and
exercisability of each Award shall be automatically
accelerated 100% and the forfeiture provisions and/or Amyris
right of repurchase of each Award shall
automatically lapse accordingly,
with the amount of the
Cash-Based Award, if
any, to be determined as of the date
of the Qualifying
Termination in accordance with
the third paragraph under "Equity Incentive
Plan Awards" above (with
the Date of Determination
deemed to be the date of such Qualifying
Termination for such purpose)
and paid promptly (and
in any event within sixty
(60) days) thereafter.


 


Full-Time
Service to Amyris


Amyris
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 Amyris.
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 officer of Amyris.


 


Conditions
of Offer


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


 


		•	Approval of the
terms of this offer by Amyris' Leadership
Development and Compensation Committee
(LDCC).



 


		•	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 Amyris 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.



 


		•	All amounts hereunder are subject to income tax withholding as required by law.



 



     


     


    




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, which for the avoidance of doubt shall include the Offer Letter dated as of September 25, 2017, which
shall be deemed void ab initio. 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 Christing Ofori, CHRO by October 6, 2017. 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) 597-5569.


 


 


	 	Sincerely,
	 	 
	 	/s/
Christine Ofori
	 	 
	 	Christine
Ofori
	 	Chief
Human Resources Officer












 


I HAVE READ AND ACCEPT
THIS AMENDMENT: 


 


 


	/s/ Eduardo Alvarez	 	October
4, 2017	 
	Eduardo Alvarez	 	 Date	 






 





Enclosures:


Proprietary
Information and Inventions Agreement


Mutual
Agreement to Arbitrate


Employee
Benefits Overview


Exhibit
A (Executive Severance Plan)