Employment Agreement - Diversa Corp. and Jay M. Short
June 25, 1998
[LOGO] DIVERSA
Jay M. Short, Ph.D.
320 Delage Drive
Encinilas, California 92024 CONFIDENTIAL
Dear Jay,
The Board has been exceptionally pleased by your contributions to the success of
Diversa. The Board wishes to recognize your contribution as follows:
Title: President and Chief Technology Officer.
Bonus Payment: $500,000 paid by June 25, 1998, and $500,000
paid on June 1, 1999, conditioned on your
continued employment with Diversa Corporation
on the date of each payment. This special
bonus will not affect your participation in
Diversa Corporation's bonus program for its
executives.
Stock Option Grant: An additional grant of incentive stock option
at 4% of total Diversa Corporation's fully
diluted shares effective June 25, 1998.
Company Support: The Board, pursuant to an approved budget,
will permit Management to operate Diversa
within the current financial resources for a
period of one (1) year.
Vesting: Four (4) years, under the terms of the 1997
Stock Option Plan with 25% of the options
vesting on the first anniversary and 1/12 of
the remainder vesting quarterly thereafter
and an accelerated immediate vesting of the
unvested portion of stock options granted
above upon the sale of the Company, or the
involuntary termination of your employment
without cause as defined in Diversa's Stock
Purchase and Restriction Agreement.
R&D Support: One to two people, as required, in the areas
of R&D sales and partnership management;
reporting to Jay Short.
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Jay M. Short
June 25, 1998
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Severance: In the event the Company is liquidated
or is sold below the current valuation
($0.85 per share), salary will continue
for two (2) years from the date of
involuntary termination without cause,
either under the current bi-monthly
salary schedule or in a lump sum, at
the election of the employer. In
addition, all options and bonus payment
mentioned above are accelerated. The
two (2) year severance clause will
revert to the previously agreed upon
six (6) months clause after June 25,
2000.
In addition, the provision of the Employee Invention and Non-Disclosure
Agreement between you and Diversa Corporation will remain in full force and
effect.
Sincerely,
/s/ Terrance J. Bruggeman
Terrance J. Bruggeman
Chairman and Chief Executive Officer
I am in agreement with the aforementioned.
/s/ Jay M. Short
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Jay M. Short, Ph.D.
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