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Employment Agreement - TolerRx Inc. and Louis Vaickus

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                                TOLERRX, INC.
                            300 Technology Square
                             Cambridge, MA 02139
                               (617) 354-8100
                             Fax (617) 354-8300

July 24, 2002

Louis Vaickus, M.D.

Dear Lou:

This letter supersedes the one dated July 12, 2002.

It is my pleasure to offer you the position of Vice President and Head of
Clinical Development and Medical Affairs at TolerRx, Inc. (the "Company"). As
you know, I am excited about the contributions that I expect you will make to
the success of the Company. Accordingly, if you accept this offer, I would
like us to agree that you could start at TolerRx, Inc. on or before August 1,
2002 (the "Start Date"). This offer may be accepted by you by countersigning
where indicated at the end of this letter on or before July 20, 2002.


As Vice President and Head of Clinical Development and Medical Affairs, you
will have responsibility for performing those duties as are customary for,
and are consistent with, such position, as well as those duties as I may from
time to time designate. You will report to me. As you know, your employment
will be contingent upon your agreeing to abide by the rules, regulations,
instructions, personnel practices, and policies of the Company and any
changes therein that the Company may adopt from time to time, and your
execution of the Company's standard Nondisclosure, Developments, and
Non-Competition Agreement.


In consideration of your employment with the Company, the Company will pay
you a base salary of $285,000 per year, payable in accordance with the
Company's standard payroll practices. You will also receive a signing bonus
of $40,000, payable with your first regular paycheck. You will also be
eligible for a performance based year-end bonus of up to 15% of your annual
salary and an option to purchase up to 20,000 shares of the Company's common
stock. Additional bonuses will be awarded as follows:

     $15,000 upon completion of the Phase I Study for TRX1 in adults


     $15,000 on the initiation of the hemophilia TRX1 clinical trial

You will also be entitled to two weeks paid vacation annually. You will also
be entitled to participate in such employee benefit plans and fringe benefits
as may be offered or made available by the Company from time to time to its
employees. TolerRx, Inc. will provide a benefits program including medical
and dental coverage, and the Company will pay a portion of the annual premium
with respect thereto as per the Company's policies, presently at 80% of the
monthly premium. You will also be eligible to participate in TolerRx's 2002
performance bonus program.


At the first meeting of the Company's Board of Directors following your Start
Date, it is my intention that the Company will grant to you a stock option
(the "Option") under the Company's 2000 Equity Incentive Plan (the "Plan") to
purchase an aggregate of 225,000 shares (the "Option Shares") of the
Company's common stock, $0.001 par value per share (the "Common Stock"), at
an exercise price equal to the fair market value of the Common Stock, as
determined by the Board of Directors of the Company on the date of the grant
of the Option (the "Grant Date"). This offer is contingent upon approval by
the Board of Directors of your option grant specifically. Promptly after the
Grant Date, the Company and you will execute and deliver to each other the
Company's then standard form of stock option agreement, evidencing the Option
and the terms thereof. As you know, the Option shall be subject to, and
governed by, the terms and provisions of the Plan and your stock option
agreement. It is my intention that the Option will become exercisable over a
four-year period, with up to 56,250 shares vesting on, or at any time after,
one year from the Grant Date and up to the same amount vesting on, or at any
time after the end of each of three successive one-year periods thereafter.
Upon termination of your employment with the Company, you may exercise the
Option, to the extent then exercisable, but only for the limited period of
time set forth in the Plan and/or your stock option agreement. Any Option
Shares you acquire pursuant to the Option shall be subject to the terms,
restrictions on transfer and voting provisions set forth in the Plan, your
stock option agreement, and/or of the Stockholders Agreement referred to in
the Plan.


As you know, prior to commencing, and as a condition to your employment with
the Company, all employees, including myself, are required to agree to sign a
copy of the Company's standard Nondisclosure, Developments, and
Non-Competition Agreement. I will be asking you to sign this agreement after
you have accepted the terms of this offer below and prior to or on your Start


By accepting this offer letter, you represent and warrant that the
performance by you of any or all of the terms of this letter agreement and
the performance by you of your duties as an employee of the Company do not
and will not breach or contravene (i) any


agreement or contract (including, without limitation, any employment or
consulting agreement, any agreement not to compete or any confidentiality or
nondisclosure agreement) to which you are or may become a party on or at an
time after the Start Date or (ii) any obligation you may otherwise have under
applicable law to any former employer or to any person to whom you have
provided, provide or will provide consulting services. You acknowledge that
the employment relationship between the Company and you is at-will, and that
the Company and you are each free to sever the employment relationship at any
time and for whatever reason.


In the event that your employment with TolerRx, Inc. is terminated, without
cause, you will continue to receive your semi-monthly pay for six (6) months
from your date of termination. Your stock options will also continue to vest
during this same six (6) month period.

I trust that you find the terms as stated above acceptable. If so, I want to
express my level of enthusiasm in bringing you on-board to this exciting new
venture. I know that we will build a team capable of moving our technology
through the research and development process and creating substantial value
at the same time. Your involvement as a member of this team is a critical
component of this anticipated success.

Please acknowledge your acceptance of this offer and the terms of this letter
agreement by signing below and returning a copy to me.


/s/ Douglas J. Ringler
Douglas J. Ringler

I hereby acknowledge that I have had a full and adequate opportunity to read,
understand and discuss the terms and conditions contained in this letter
agreement prior to signing hereunder.

Date this 20 day of July, 2002

/s/ Louis Vaickus, M.D.
Louis Vaickus, M.D.