Exhibit 10.4
September 20, 2005
John Goehrke
Dear John:
I am pleased to extend you an
invitation to join Luna Innovations in the position of Chief
Operating Officer, reporting to me. This position will be
exempt.
We can offer a monthly salary of
$16,667.00. During the 4 th quarter of calendar year 2005, you
will be eligible for a one-fourth of a 25% ($12,500.00) bonus based
on Luna Innovations milestones to be mutually determined at a later
date. Starting January 1, 2006, you will be eligible for up to
a 50% bonus, payable quarterly, based on achievement of a Luna
Innovations milestone bonus plan also to be mutually determined at
a later date. You will continue to be eligible for the Luna
Technologies bonus plan through the end of the 2005 calendar year,
and payout will be as follows:
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If Q3 YTD
Revenue of $2,123k is met, 75% ($75,000.00) of annual bonus will be
payable in October 2005.
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If Q4 YTD
Revenue of $3,338k is met, remaining 25% ($25,000.00) of annual
bonus will be paid in January 2006.
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We will recommend to the Board of
Directors that, at the first Board meeting following your
employment, you will be provided with a stock option grant to
purchase 300,000 shares of Luna Innovations Common Stock at an
exercise price equal fair market value at time of hire. 50% of the
shares shall vest twelve (12) months after the vesting
commencement date, and the balance of the shares subject to the
option shall vest monthly pro-rata over three (3)
