Employment Agreement - Diversa Corp. and Karin Eastham
[LETTERHEAD OF DIVERSA APPEARS HERE]
April 2, 1999
Karin Eastham
4965 Gunston Court
San Diego, CA 92130
Dear Karin,
We are pleased to make you an offer to join Diversa Corporation as a full-time
employee. The Terms of the offer are as follows:
Title: Sr. VP, Finance and Chief Financial Officer, reporting
to CEO & President.
Starting Salary: $17,500/Month. (Please note, however, we are paid
semi-monthly; annual salary divided by 24 pay periods.)
Annual Bonus: An annual bonus of up to 20% of your base salary as
outlined in the Annual Bonus Plan. The first year bonus
will be a guaranteed 20% bonus. Diversa reserves the
right to amend this Plan in support of the business
objectives.
Equity: 600,000 stock options shares (approx. .74% of the
outstanding shares), to be vested over a four year
period, subject to the approval of the Board of
Directors and the conditions stated in the Employee
Incentive and Non-Statutory Stock Option Plan. The
expected grant price is 60 cents/share. The first 25%
vesting will occur the earlier of completing one year
of service or a successful IPO. Also, there will be
opportunities for additional stock options based on
performance.
Insurance/401(K): You will be eligible to participate in medical, dental
and vision insurance benefits the first of the month
following your date of hire. You will also be eligible
to enroll in our 401(K) Plan the first of the month
following three (3) full time months of employment.
Diversa may make a discretionary employer match decided
on each year by the Company's Board of Directors.
Currently the Company match equals 25% up to the first
6% contributed by employees.
Vacation: Up to four weeks of paid vacation annually, accrued at
a monthly rate.
Outside Board
Memberships: Ability to participate on outside Boards assuming no
conflict of interest with Diversa's business, and no
impact on Diversa's daily business operation. These
Board positions will be subject to Diversa's Board of
Directors' approval.
<PAGE>
Karin Eastham
Page 2 of 2
April 2, 1999
Home Office
Equipment: Home based computer and printer for business purposes
during the term of employment, not to exceed $4,000.
Agreements: This offer of employment is subject to and expressly
conditioned upon your execution of the Company's
standard invention and non-disclosure agreement. A copy
is enclosed.
Terms of Employment: In a dynamic environment in which Diversa does
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 these reasons, 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 any
reason or cause. Any oral representations to the
contrary are invalid. Any employment contract for
anything other than 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 that 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.
If these terms are acceptable, please indicate by signing and returning a copy
of this letter. If you have any questions about this offer, please call me
directly.
Karin, we are convinced that you will make a tremendous contribution to Diversa.
Please let me know by April 8, 1999, if you wish to accept this position. The
starting target date is May 3, 1999.
Sincerely,
Diversa Corporation
/s/ Jay Short
Jay Short
CEO & President
I accept Diversa's employment offer:
/s/ Karin Eastham 4-2-99
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Karin Eastham Date