Exhibit 10.7

 



 

Patricia Bitar, CPA

 

 

September 16, 2014

 

Dear Patricia,

 

 

We are pleased to offer you the position of Chief Financial Officer, a position in which you will report to the President & Chief Executive Officer.  We expect that your start date of employment will be no later than September 22, 2014.  The following are details of your offer:

 

	
Position:
    	
Chief Financial   Officer.  Responsibilities include, but   are not limited to, leadership and management of the Company’s Financial   Department; and other general responsibilities on behalf of the Company.
    
	
 
    	
 
    
	
Reporting   to:
    	
Charles Theuer,   President and Chief Executive Officer
    
	
 
    	
 
    
	
Compensation:
    	
Base Salary at   the annualized rate of $250,000, to be paid in accordance with the Company’s   standard payroll practices.

 

Eligibility for   a discretionary annual, performance-based bonus targeted at up to 30% of base   salary (prorated as applicable for 2014). The Board of Directors of the   Company and senior management have the sole discretion to establish   performance criteria and bonus conditions and to determine both whether you   have satisfied the performance objectives and the actual amount, if any, of   the annual bonus.  The annual bonus, if   earned, will be paid no later than March 15 of the calendar year   subsequent to the bonus year.

 

Subject to the   approval of the Company’s Board of Directors, you will be granted a stock   option under the Company’s 2011 Equity Incentive Plan to purchase 228,776   shares of the Company’s outstanding common stock, with a per share exercise   price equal to the fair market value of a Company common share on the date of   grant as determined by the Company’s Board of Directors.  Vesting and other terms of this stock   option will be specified in a Company standard stock option agreement which   you must execute as a condition of grant.
    


 

 

 

TRACON Pharmaceuticals, Inc. · 8910 University Center Lane, Suite 700 · San Diego, California  92122

 

Phone:  858-550-0780 · Fax:  858-550-0786 · Website:  www.traconpharma.com

 











 

	
 
    	
In addition to   major holidays that the Company recognizes, you are eligible to accrue at the   rate of fifteen (15) days paid vacation annually up to a maximum accrual cap   of 60 days in accordance with the Company’s vacation policy (prorated as   applicable for 2014).
    
	
 
    	
 
    
	
Additional:
    	
You are entitled   to all rights and benefits for which you are eligible under any benefit or   other plans (including, without limitation, dental, medical, medical   reimbursement and hospital plans, 401K plans, employee stock purchase plans,   bonus plans and other so-called “fringe” benefits) as the Company shall make   available to its employees from time to time, provided that you meet any   required employee contribution(s).    These benefits currently include a $4,000 health savings account contribution   (for employee plus dependents health coverage) for 2014, prorated based upon   your employment start date.

 

You will be   eligible to participate in the Company’s Severance Plan, pursuant to which   you will be eligible for six months of severance in the event of a specified   and qualifying involuntary termination of employment (as defined in the   Severance Plan).  Your eligibility for   any such severance benefits are subject to the terms and conditions of the   Severance Plan and Severance Agreement (the Severance Plan and form of your   Severance Agreement will be separately provided to you).  You must execute the Severance Agreement in   order to be eligible to participate in the Severance Plan and such   eligibility will commence only after your start date of employment and only   after you have delivered the signed Severance Agreement to the Company.
    


 

 

Your employment with the Company is for no specified period and constitutes “at will” employment.  As a result, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company; and the Company can terminate your employment at any time, with or without cause, and with or without notice (subject to the terms of the executed Severance Agreement).  Nothing in this offer letter alters the terms of your at will employment with the Company.  In addition, the Company retains the discretion to modify your other employment terms from time to time, including but not limited to your position, duties, reporting relationship, work location, compensation and benefits.

 

As a condition of your employment, you shall sign and comply with the Company’s non-solicitation, nondisclosure and developments agreement (the “Confidential Information Agreement”), which is attached as Exhibit A.  In addition, you will be required to sign and acknowledge the Company’s employment manual.

 











 

You understand and agree that by accepting this offer of employment, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Company’s policies.  You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise.  The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties.  Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires.

 

During the term of your employment, you agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company’s Board of Directors (which will be provided or withheld in its sole discretion), and you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company.  Notwithstanding the foregoing, you may continue to provide certain limited consulting services to Exagen Diagnostics; provided, that such consulting services do not, in the sole discretion of the Company: (i) occupy more two (2) hours per week, and (ii) interfere or conflict with the performance of your Company duties.

 

You understand and agree that you are responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that the Company reasonably determines apply to any payment, benefit or equity award made to you under this offer letter (or any arrangement contemplated hereunder), that your receipt of any benefit hereunder is conditioned on your satisfaction of any applicable withholding or similar obligations that apply to such benefit, and that any cash payment owed to you hereunder will be reduced to satisfy any such withholding or similar obligations that may apply thereto.

 

For purposes of federal immigration law, you are required to provide appropriate documentation of your authorization to work in the United States within three (3) business days of your start date of employment, or the Company may terminate your employment (without eligibility for any Severance Plan benefits).

 

This offer letter, along with the Confidential Information Agreement, constitutes the full and entire understanding and agreement of the parties with regard to the subjects hereof and supersedes in their entirety all other or prior agreements, whether written or oral, with respect thereto.  Once you accept the terms of this offer, and with the exception of those changes expressly reserved to the Company’s discretion in this offer letter, the terms of your employment addressed herein will be subject to change and modification only by another written agreement, signed by both you and a representative of the Company authorized in writing by the Company’s Board of Directors.

 











 

Patricia, your experience and accomplishments will be a strong addition to TRACON Pharmaceuticals.

 

Welcome aboard!

 

I’m very pleased to have you assume a key role on our team.

 

 

 

 

 

 

 

Best,

 

/s/ Charles P. Theuer

 

 

 

Charles P. Theuer, MD PhD
 President & Chief Executive Officer
 TRACON Pharmaceuticals, Inc.

 

 

 

If the foregoing terms of employment, which represent the sum total of our offer, are acceptable to you, please so indicate by countersigning and dating the attached copy of this Letter in the space provided and returning a copy to                          no later than September 22, 2014.

 

 

 

	
/s/ Patricia L. Bitar
    	
 
    	
9-17-2014
    	
 
    
	
Patricia Bitar
    	
 
    	
Date