Exhibit
10.75







 





 


June 5, 2017


 


Nicole Linda Kelsey


 


 


 


Dear Nicole:


 


 


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 August 7, 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 General Counsel and Secretary reporting to John Melo, CEO.


 


Salary


Your
base salary will be $395,000 per year ($32,917 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 40% 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.


 


Relocation


You will
also receive a one-time signing bonus in the amount of $125,000 which will be payable at the time you receive your first regular
pay check. This entire amount will be repayable by you to Amyris in full in the event you voluntarily terminate your employment
prior to the completion of one (I) year of service with Amyris. This is taxable income. Amyris will provide up to 90 days of interim
housing for you and your family at Hyatt House in Emeryville, CA. Amyris will reimburse for a rental car for up to 90 days.


 


Benefits


You will
be eligible to participate in employee benetits and bene tit 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)
40 I 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.


 



     


     


    




Equity


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 9,000 shares of common stock of Amyris; and (ii) an award of 21 ,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) 50% 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 36 equal monthly instalments upon completion of each additional
month of employment with Amyris thereafter. The 21,000 share RSU awards would vest in equal
annual instalments over three years from the vesting commencement date. Any option(s) or RSU
award(s) granted to you will be granted as of a date set in accordance with Amyris' standard equity
award granting policy and subject to the then-current terms and conditions of the relevant
Amyris equity plan and agreements.


 


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 authorized Amyris executive officer signing
on behalf of Amyris.


 


Termination
and Change in Control Benefits


As
an executive of Amyris, 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.


 


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:


 


		•	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.



 


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 Christine Ofori, CHRO by June 5, 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/ Nicole Linda Kelsey		
6 June, 2017	 
	Nicole Linda Kelsey 	 	 Date	 






 


Enclosures:


√
Proprietary Information and Inventions Agreement


√
Mutual Agreement to
Arbitrate


√
Employee Benefits Overview


+
Exhibit A (Executive Severance Plan)