Employment Agreement - DrugAbuse Sciences Inc. and Donald R. Wesson
[DAS LOGO]
DRUGABUSE SCIENCES, INC.
1430 O'Brien Drive, Suite E
Menlo Park, CA 94025
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TEL: (650) 462-1000 FAX: (650) 462-1003 E-MAIL: daskaplan@aol.com
October 18, 1999
Donald R. Wesson, MD
28 Sereno Circle
Oakland, CA 94619
Re: Employment Agreement
Dear Don:
On behalf of DrugAbuse Sciences, I am pleased and delighted to confirm the
terms of our agreement for you to become a DrugAbuse Sciences employee. This
offer is conditional upon your acceptance of the terms and conditions of this
offer of employment and your execution of the attached Employee Confidential
Information and Inventions Agreement.
Your position with DrugAbuse Sciences, Inc. will be Vice President, Clinical
Development, reporting to the President and CEO. As we discussed, your
position is a full-time position and your employment will commence on or
before November 15, 1999. (The date your employment commences is referred to
as your Start Date.)
Your full time base salary will be $180,000 per year, payable at the
frequency and in accordance with DrugAbuse Sciences' regularly established
payroll policies. All payments to you will be subject to legally required
withholding. It is DrugAbuse Sciences' policy to review salary and
compensation levels periodically. Accordingly, your base salary and other
compensation may be adjusted from time to time at DrugAbuse Sciences' sole
discretion; raises in compensation are not guaranteed. In addition to your
base salary, you may receive within three months following each yearend, at
the Board of Directors sole discretion, up to a 15% bonus (i.e. 15% of the
paid base salary) subject to meeting specific annual milestones (Attachment
A).
DrugAbuse Sciences also has a company Stock Option Plan (which the company
may modify from time to time) that may permit our employees to participate in
the equity ownership of the company. We expect to include you as a
participant in that plan and will recommend to the Company's Board of
Directors that you be granted a stock option for 300,000 shares; with the
exercise price equal to the fair market value on the date of grant or your
start date, whichever is later. These options will be subject to the terms of
the then applicable Stock Option Plan, and to the following vesting schedule:
(i) 37,500 shares would vest solely upon the first anniversary of continuous
employment; (ii) 3125 shares would vest monthly over the three years
subsequent to the first year anniversary; (iii) 150,000 shares would vest
solely upon the sixth anniversary of continuous employment, subject to
potential partial acceleration as follows: for each calendar year following
the Start Date, vesting for 37,500 shares may be fully accelerated at the
sole discretion of the Board of Directors, subject to fully and timely
achieving specific milestones defined annually by the Board. For year 2000,
the milestones are defined in Attachment A).
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Donald R. Wesson
October 18, 1999
Page 2
You will also be eligible to participate in the employee benefits
collectively available to our employees. We are currently evaluating several
plans including health, life, disability and 401K. Until such benefits are in
place, DrugAbuse Sciences will reimburse your Cobra medical coverage, up to a
maximum of $ 500 per month. As a regular employee of the Company, you will
accrue annually a total of twelve days vacation and be entitled to the
standard Company holidays.
You will devote your best efforts to the performance of your job for
DrugAbuse Sciences. While employed at DrugAbuse Sciences, you will not
undertake any other activity requiring your business time and attention, nor
will you support any activity that is competitive with DrugAbuse Sciences'
business or pose a conflict of interest with that business. You will follow
all DrugAbuse Sciences' policies and procedures (including our policies
protecting other employees against discrimination and sexual harassment) as
made available to you from time to time. As a condition of your employment,
you will execute DrugAbuse Sciences' Employee Confidential Information and
Inventions Agreement.
Your employment with DrugAbuse Sciences will be "at will"; in other words,
either you or DrugAbuse Sciences will have the right to terminate your
employment with DrugAbuse Sciences at any time, for any reason, with or
without notice and with or without cause, in your or our sole discretion. No
severance will apply to termination.
Don, we are very excited about your joining us. Please sign and return a copy
of this letter and the attached Employee Confidential Information and
Inventions Agreement to me, keeping a copy of each for your records. The
terms set forth in this letter supersede all prior agreements, understandings
and representations between us concerning the subject matter of this letter.
Changes to your employment agreement would apply only if in writing and
signed by the Company's CEO. We look forward to you becoming a member of our
team!
Sincerely,
/s/ Stanley A. Kaplan
Stanley A. Kaplan
President and CEO
I, Donald R. Wesson, understand and agree to the above terms. I understand
that my employment with DrugAbuse Sciences is at will, and I acknowledge that
no representations or promises other than those set forth above have been
made to me with regard to the terms and conditions of my employment.
Signed: /s/ Donald R. Wesson Date: October 21, 1999
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Donald R. Wesson
October 18, 1999
Page 3
ATTACHMENT A
I. First year potential 15% Cash Bonus based on fully and timely achieving
three key milestones over the first twelve months, and at the sole
discretion of the board of directors:
(1) For 5%: Complete Naltrel Clinical Studies and Clinical Section for
NDA filing, such FDA and European filing being completed by the end
of year 2000 and accepted for regulatory review.
(2) For 5%: During 2000 design, place, implement and complete four (4)
"Phase IV type" Naltrel Clinical Studies.
(3) For 5%: Develop a Buprel and a COC-AB Clinical Plan, and complete
Phase I/II COC-AB study.
II. Vesting for a stock option for 37,500 shares may be accelerated at the
sole discretion of the board of directors, subject to fully and timely
achieving the following year 2000 milestones:
(1) For 18,750 shares: Naltrel NDA FDA filing (i.e. NDA filing accepted
for review by FDA) by the end of year 2000.
(2) For 18,750 shares: European (mutual recognition procedure, filing
accepted for regulatory review) Naltrel NDA filing by the end of
year 2000.