Employment Agreement - Diversa Corp. and William H. Baum
[LOGO APPEARS HERE]
[LETTERHEAD OF RECOMBINANT BIOCATALYSIS(TM) INC.]
July 31, 1997
Mr. William H. Baum
25 Lake End Place
Mountain Lakes, New Jersey 07046
Dear Bill,
We are pleased to offer you employment with Diversa Corporation with the
following terms:
TITLE: Vice President - Sales and Marketing.
BASE SALARY: $16,250.00 per month.
ANNUAL BONUS: An annual bonus of up to 20% of base salary based upon a
combination of the Company's performance against the
Business Plan and your performance against agreed upon
goals, with a guaranteed bonus of $13,000 for 1997 only.
START BONUS: The Company will pay you $15,000 on September 1, 1997,
and $15,000 on March 1, 1998 to compensate for the loss
of the vesting of your options and bonus payment which
you represent you would have received from International
Specialty Products.
EQUITY: In August 1997, the Board will grant you an option on
275,000 shares at the fair market value as determined by
the Board of Directors (currently $.146 per share). This
is subject to the conditions stated in the Employee
Incentive and Non-Qualified Stock Option Plan and vested
over a four year period.
SEVERANCE ON Up to six months base salary and benefits paid monthly
TERMINATION WITHOUT until new employment begins. For cause termination's are
CAUSE: those defined in the 1994 Stock Option Plan.
EQUITY PURCHASE: You will be permitted to purchase $50,000 of the Series D
Convertible Preferred Stock at the same price and on the
same terms as the other Series D investors at the closing
of the financing, which is expected to be in September
1997.
BENEFITS: You will be entitled to the Company's health, dental,
disability, life insurance 401(k) and other benefits on
the same terms as other officers.
VACATION: Four (4) weeks per year, accrued at 1.67 days per month.
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Mr. William H. Baum
July 31, 1997
page -2-
RELOCATION: The Company will offer you the following relocation package
from your home in New Jersey: (i) two (2) Company paid house
or apartment hunting visits to San Diego; (ii) mortgage and
closing costs, excluding points, for both New Jersey and
California; (iii) moving costs; and (iv) a gross up for tax
purposes of any taxable income associated with the moving
expenses. The aforementioned is limited to a maximum of
$50,000.
AGREEMENTS: As a condition of employment you will be required to sign
Diversa Corporation's standard form of invention, non-
disclosure and non-compete agreement. An offer of employment
will be subject to a satisfactory medical examination.
TERMS OF In a dynamic environment in which Diversa Corporation does
EMPLOYMENT: business, the Company must be able to respond rapidly to
business and technological changes. We are also aware that
employees want the freedom to respond to changing career
opportunities. For this reason, as an employee of Diversa
Corporation, you will enjoy the At-Will Employment Policy.
This means you are free to terminate your employment and the
Company may terminate your employment, at any time, with or
without reason or cause. Any oral representations to the
contrary are invalid. Any employment contract for anything
other than the At-Will Employment Policy, is only valid if
made in writing and signed by the Chief Executive Officer of
the Company. Upon beginning employment, you will be
presented with an employee handbook which will also describe
our Company's At-Will Employment Policy, as well as other
personnel guidelines and various benefits to which you may
be entitled.
This offer is open to August 4, 1997, and your employment is to commence by
August 18, 1997.
Please give me a call when you have had a chance to review this. If acceptable,
please sign and return one copy of this letter.
Bill, we are all convinced that you will make a tremendous contribution to
Diversa Corporation.
Best personal regards,
/s/ Terrance J. Bruggerman
Terrance J. Bruggerman
Chairman and Chief Executive Officer
ACCEPTED:
/s/ William H. Baum
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William H. Baum
Aug. 1, 1997
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Date