EX-10.17 32 tm2110724d11_ex10-17.htm EXHIBIT 10.17

Exhibit 10.17

July 8, 2016

John Peltier

4 West Ledge Road

Clinton, MA 01510

(801) 651-2964

Dear John:

It has been a great pleasure for us to speak with you and to learn about your background and expertise. We are very pleased to offer you the position of Vice President of Laboratory Operations at Sera Prognostics, Inc. (“Sera”). Sera is currently focused on executing the commercial launch of PreTRM®, the Company's preterm birth diagnostic test. We are very excited about having you join our team.

So please take the next step and review the details of the verbal offer that was extended to you:

Position Details:

Job Title: | Vice President of Laboratory Operations
Annual Salary: | $205,000, semi-monthly paychecks to be paid on the 15th & last day of each month
Annual Incentive: | Sera's Board of Directors has adopted an annual incentive plan (“AIP”) designed to reward the achievement of corporate objectives and individual performances. Under the AIP, you will be eligible to earn a 25% annual target cash incentive, measured on a calendar year basis, to be prorated in 2016 based on time of service.
Status: | Full-time, Exempt
Anticipated Start Date: | Anticipated Start Date: On or before September 1, 2016
Reporting to: | Greg Critchfield, CEO
Benefits: |
Insurance: | Sera Prognostics offers major medical, dental, vision, long-term disability, term life insurance, 401(k), and a flexible spending account. You are eligible for these benefits on September 1, 2016. Benefits are effective upon your successful enrollment in the plans.
Paid Time Off: | You are eligible for 4 weeks paid time off per year (based on calendar year and prorated for the first year of employment) plus 3 personal days per year; accruals begin with the first pay period following employment. In addition, you will receive paid time off for company recognized holidays.

Equity: | You will be initially recommended to the Sera Board to be granted the option to purchase 175,000 shares of common stock of Sera at an exercise price equal to the fair market value of the shares on the date the option is granted, subject to final approval by the Sera Board of Directors. These granted options shall have a four-year vesting schedule as follows: 25% of the shares shall vest on the one-year anniversary of your start date with Sera, and an additional 1/36th of the total shares subject to the option shall vest each month thereafter, in each case provided that you continue to be an employee, consultant or director of Sera through each applicable vesting date. The terms of this stock option grant will be governed in all respects by the terms of the Sera Prognostics 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”) and the stock option agreement for the Plan, which will be provided to you after the effective date of the grant. Any future grant of stock options shall be governed by its respective Sera Prognostics Employee, Director and Consultant Equity Incentive Plan, which shall be provided to you after such a grant is awarded.
Housing: | Sera will reimburse you for documented moving expenses, up to $35,000, involved in relocating to the Wasatch front metropolitan area. In addition, Sera will reimburse you up to $6,000 for documented temporary housing costs incurred in the Salt Lake City area prior to your full-time relocation. Finally, Sera will also pay for one house-hunting trip for you and your spouse to include round-trip economy airfare and lodging.

Your employment with Sera is employment at-will. As a result, you are free to resign at any time, with or without notice and with or without cause or reason. Similarly, Sera is free to terminate its employment relationship with you at any time, with or without notice and with or without cause or reason. Sera's supervisors and managers have no actual or apparent authority to change the at-will nature of your employment unless they are expressly given that authority by Sera's CEO in writing. Any change to the at-will nature of your employment will not be valid unless it is expressed with specificity in a written contract that is signed and dated both by you (or your authorized representative) and a properly authorized Sera representative.

Your offer of employment is subject to successful completion of reference checks and a background investigation to be concluded prior to start of employment. Your employment is also contingent on your acceptance of Sera's Confidentiality, Nondisclosure, and Inventions Assignment Agreement, which will be included with your new hire paperwork, as well as your ability to show proof of your right to work in the United States. This proof must be provided on your first work day. Please see the attached “List of Acceptable Documents” for acceptable 1-9 documents. We also expect you to abide by Sera's policies and procedures as they may be adopted by Sera and in effect from time to time, and do not contradict the terms and conditions set forth in this letter. John, we are impressed with your intellect, drive and experience. We anticipate greatly the confirmation of your decision to accept this position and be a part of the exciting, ongoing developments at Sera Prognostics as a member of our team. If you have any questions, please do not hesitate to talk to me.

In accepting employment with Sera, you agree to treat the details of your compensation as sensitive and confidential information, which should be discussed within the company with only your supervisor or Sera's human resources manager.

To confirm acceptance of this offer, please return a signed copy of this letter to our attention by July 15, 2016 and confirming your start date as an employee on September 1, 2016.

Sincerely Yours, |
/s/ Greg Critchfield |
Greg Critchfield |
Chief Executive Officer |

I accept employment with Sera Prognostics on the foregoing terms.

/s/ John Peltier |  | July/11/2016
John Peltier |  | Date

[Acceptance page to offer letter dated July 8, 2016]