ttoo-ex1062_4029.htm

On behalf of T2 Biosystems, Inc., (the “Company”) I am delighted to make this offer of employment to you to join us in the role of General Manager, International for the Company beginning on or before April 15, 2019.

At T2 Biosystems, our mission is to save lives and improve healthcare by empowering clinicians to get patients on the right therapy faster than ever. We invented game-changing detection technology, T2 Magnetic Resonance (T2MR®) and we come to work every day to solve critical needs in healthcare diagnostics.

We are positively impacting the lives of patients and saving hospitals millions of dollars each year. Our products are being used in more than 150 hospitals in the United States and worldwide. We have a strong pipeline of products in development for sepsis management, including bacterial resistance panels, as well as testing for the superbug Candida auris and a Lyme disease panel. There is a lot of growth ahead and you are joining us at a very exciting time!

Tony, we are thrilled to extend this offer of employment to you. We think you can help us fulfill our mission and we believe you’d be a great fit for our team. To kick things off, you will find all of the pertinent information related to our offer of employment in the attached pages. Please read the offer carefully and, if it is acceptable, sign and return one copy to my attention (PDF copy is fine).

If you have any questions, please do not hesitate to contact me at (781) 457-1220 or email at jmcdonough@t2biosystems.com. We are looking forward to having you on our team!

Date of employment: Should you accept the terms of this offer, your employment with the Company will commence on or before April 15, 2019.

Background check: Your employment is contingent upon your successful completion of a background check, which is required for all employees of the Company. The Company will forward you the appropriate documents, and such documents shall be required to be submitted to the Company by no later than one week prior to your start date.

Position: You have been offered the position of General Manager, International. In this capacity, you will initially report to John McDonough, Chief Executive Officer. Your duties and responsibilities will include all those customarily attendant to such a position, and any other such duties or responsibilities that John McDonough or the Company may, from time to time, assign to you. You agree that you shall not enter into any employment endeavors which may conflict with your ability to devote the necessary time and energies to the Company’s business interest while engaged by the Company. You further agree to comply with all applicable laws and with all Company rules and policies established by the Company from time to time.

Compensation and Tax Matters: Your salary shall be $11,458.34 (the equivalent of $275,000 when annualized), payable semi-monthly and subject to pro-ration for any partial initial or terminal week during which you are employed, in accordance with normal payroll practices and schedule of the Company.

You will be eligible for a bonus target of $37,500.00 per quarter, based on corporate and personal objectives to be determined. This bonus will be pro-rated based on your start date, subject to your continued employment through the date of payment, and paid at the sole discretion of the Company.

All compensation amounts stated are before any deductions for FICA taxes, state and federal withholding taxes and other payroll deductions required to be made by the Company under applicable law.

Stock Options: Subject to your execution of the enclosed Non Competition/Non-Disclosure/Invention Assignment Agreement and the execution of a Stock Option Agreement, you will receive options to purchase 100,000 shares of T2 Biosystems common stock under the Company’s Inducement Award Plan (the “Inducement Plan”). The exercise price of the options will be equal to the fair market value of the Company’s common stock on the grant date, which shall be the date on which your grant is approved, which is expected to be first business day of the month following the Start Date. The options will have a 4-year vesting schedule with 25% of the options vesting one year from the vesting commencement date (the Start Date) and the remaining options vesting in equal monthly installments over the following 36 months. The terms and conditions of the options shall be more fully described in the Inducement Plan and applicable Stock Option Agreement.

Severance Compensation: Subject to your execution of the enclosed Non Competition/Non-Disclosure/Invention Assignment Agreement and Change of Control Severance Agreement (the “Change in Control Agreement”), you will receive certain benefits in the event of a change in control of the Company, as set forth in more detail and defined in the Change in Control Agreement, including severance

compensation and the acceleration of certain stock options, each such benefit to be subject to the terms of the Change in Control Agreement.

In the event your employment is terminated by the Company for reasons other than Cause and unrelated to a Change in Control, both as defined in the Change in Control Agreement (but for the avoidance doubt excluding a termination of your employment (x) due to death, (y) due to your inability to perform your duties for the Company on account of physical or mental illness for a period of three consecutive full months or for a period of six full months during any 12-month rolling period or (z) in circumstances that entitle you to severance payments or benefits under the Change in Control Agreement), subject to your executing and delivering to the Company, and not revoking, a release of claims in a form acceptable to the Company (the “Release”) within the 30-day period following your termination of employment, you will be entitled to receive severance benefits in the form of salary continuation and reimbursement for costs associated with COBRA, for a period of six (6) months following the end of your employment.

Fringe Benefits: You will have the opportunity to participate in the Company’s fringe benefits program. Currently, these fringe benefits are as follows:

•

The Company currently provides contributions toward a medical and dental plan for yourself and immediate family members

•

Three (3) weeks paid vacation, Company designated holidays, personal holidays and sick days (see Benefits Summary for more information).

•

The Company provides 100% contribution towards Term Life Insurance, Accidental Death and Dismemberment Insurance, and Short and Long-Term Disability Insurance;

•

The opportunity to enroll in the Company’s 401(k) Investment and Section 125 Plans based on plan eligibility requirements; and

•

Pay or reimburse you in accordance with the Company’s reimbursement policies from time to time in connection with the performance of your duties for the Company subject to your submission of satisfactory documentation with respect thereto.

The Company reserves the right to amend, delete or change any of its employment policies and/or benefits at any time in its sole discretion.

Non-Competition/Non-Disclosure/Invention Assignment Agreement: No later than on the first day of your employment with the Company you will be required to sign the enclosed Non-Competition/Non-Disclosure/Inventions Assignment Agreement (“Obligations Agreement”) which includes non-competition, nondisclosure, inventions ownership, and other provisions that are necessary to protect the Company’s confidential information, intellectual; property, trade secrets, and customer relationships. As you may be given access to such protectable interests, your employment is contingent upon your signing the Obligations Agreement. The terms of the Obligations Agreement will survive termination, for whatever reason, of the employment relationship.

Prior Agreements: You acknowledge and confirm that you have provided/disclosed to the Company all restrictive covenants and agreements, including nondisclosure and confidentiality agreements, to which you are a party. You agree that you shall not disclose to the Company or use while an employee of the Company any confidential or trade secret information obtained by you from other persons or employers

and shall not bring any property upon the Company premises which has been misappropriated by others. You also acknowledge that the Company expects you to honor any prior obligations to former employers to which you remain bound.

Employment At Will: Although you are being hired as an employee commencing on or before April 15, 2019, your employment with the Company shall be at will. This means that your employment is not guaranteed for any definite period of time, and you or the Company may terminate your employment relationship with or without notice at any time and for any or no reason or cause. The Company is not bound to follow any policy, procedure, or process in connection with employee discipline, employment termination or otherwise.

Entire Agreement: This letter (together with the attached Obligations Agreement and Change in Control Agreement) sets forth the entire understanding between the Company and yourself with respect to your employment by the Company. All prior discussions, negotiations, correspondence and other understandings between you and the Company are superseded, and there are no representations, warranties or undertakings by the Company or you with respect to your employment by the Company, which are not set forth in this letter.

If you agree with the terms of this offer, please acknowledge your understanding and acceptance of this offer by signing where indicated below and return to me along with a completed background check authorization form by 8:00 a.m. ET on March 13, 2019. We look forward to working with you.

The Immigration Control and Reform Act of 1986 requires that all new employees complete the I-9 form and submit proof of employment eligibility to work in the United States within the first three days of their start date. If accepting employment the Company will provide you the I-9 form and requests that you present appropriate documents when you report to the Company and a representative of the Company will complete the I-9 form with you. Accordingly, you will have three days from your start date to submit proof of your eligibility to work in the United States.