Employment Agreement - DrugAbuse Sciences Inc. and Stanley A. Kaplan
[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 EMAIL: ppouletty@sangstat.com
December 26, 1999
Stanley A. Kaplan, Ph.D.
2 Trinity Court
Menlo Park, CA 94025
Dear Stanley:
This letter confirms the agreement between you and DrugAbuse
Sciences, Inc. (the "Company") regarding your separation from employment with
the Company.
1. Your employment with the Company will continue through and
until December 31, 1999. (the "Termination Date"). Effective
immediately and continuing through the Termination Date (the
"Transition Period"), you will serve as the Company's
President, reporting to Dr. Philippe Pouletty. Your tasks as
President throughout the Transition Period will be assigned at
Dr. Pouletty's sole discretion. You hereby agree that you
resign your positions as a member of the Company's Board of
Directors and as the Company's Chief Executive Officer
effective immediately.
2. On the Termination Date, the Company will pay you all of your
accrued but unused vacation pay (8 days) and all of your
salary earned through the Termination Date. In addition,
pursuant to the offer letter executed by you and the Company
on September 4, 1998, on the Termination Date the Company will
pay you a lump-sum payment of $30,834.00, less all applicable
withholdings, which is equal to 2 months of your current base
salary. You agree that the only payments and benefits that you
are entitled to receive from the Company in the future are
those specified in this letter.
3. Provided that you execute this letter, you and the Company
agree that you will serve as a part time consultant to the
Company for a three-month period beginning January 10, 2000
and continuing through April 9, 2000 (the "Consultant
Period"). As a consultant to the Company, you will report
to the Company's CEO, and will be responsible for writing
and seeking research grants and filing grant applications.
During the Consultant Period, the Company will pay you
$7,800 per month for 20 hours of effective work per week,
upon
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receiving corresponding work reports and invoices; you
will be responsible for the payment of all applicable
federal, state and local taxes. Throughout the Consultant
Period your relationship to the Company will be that of an
independent contractor. As an independent contractor, you
will not be eligible to participate in any of the Company's
employee benefit plans, fringe benefit programs, group
insurance arrangements or similar programs. You agree that
during the Consultant Period you will be responsible for
maintaining, at your own expense, a place of work, any
necessary equipment and supplies, and appropriate
communications facilities.
4. You understand and agree that you hold an option granted on
September 8, 1998, for 547,689 shares of the Company's
common stock at an exercise price of $0.05 (the "First
Option"). In addition, you hold a second option for 547,689
shares granted on September 8, 1998 at an exercise price of
$0.05 (the "Second Option"). As of the Termination Date,
182,489 shares of the First Option will have vested in
full, and 365,200 shall remain unvested. Although you are
not otherwise entitled to vesting of the Second Option,
provided that you execute this letter agreement, the Board
of Directors, in its sole discretion, has agreed that as of
the Effective Date of this letter agreement, 109,538 of the
shares subject to the Second Option vest in full and
438,051 shall remain unvested. You agree that except as
provided herein, all vesting of the First and Second
Options shall cease as of the Termination Date. You
acknowledge that you have no other stock rights in the
Company (or any parent or subsidiary) other than those
rights enumerated in this paragraph and all terms,
conditions and limitations applicable to the First and
Second Options as set forth in the applicable stock option
agreements and the Company's Stock Option Plan shall remain
in full force and effect. You agree to execute lock up
agreements requested by underwriters upon a public
offering, and the company will provide you with
corresponding stock certificates.
5. In consideration for entering into the above-described
consultant relationship with the Company, and receiving the
vesting of the Second Option as described above, you waive
and release and promise never to assert any claims or
causes of action, whether or not now known, against the
Company or its predecessors, successors, or past or present
subsidiaries, officers, directors, agents, employees,
assigns, and employee benefit plans with respect to any
matter, including but not limited to, any matter related to
your employment with the Company or the termination of that
employment, including, without limitation, claims of
wrongful discharge, emotional distress, defamation, fraud,
breach of contract, breach of the covenant of good faith
and fair dealing, any claims of discrimination or
harassment based on sex, age, race, national origin,
disability or on any other basis, under Title VII of the
Civil Rights Act of 1964, the California Fair Employment
and Housing Act, the Age Discrimination in Employment Act
of 1967, and all other laws and regulations relating to
employment.
6. You expressly waive and release any and all benefits under
Section 1542 of the CIVIL CODE OF THE STATE OF CALIFORNIA (or
any analogous law of any other state), which reads as follows:
"A general release does not extend to claims which the
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creditor does not know or suspect to exist in his favor at the
time of executing the release which, if known by him, must
have materially affected his settlement with the debtor."
7. Nothing contained in this letter shall constitute or be
treated as an admission by you or the Company of liability, of
any wrongdoing, or of any violation of law.
8. At all times in the future, you will remain bound by the
Company's Proprietary Information and Invention Agreement
signed by you on June 1, 1999, a copy of which is attached.
9. You agree that you will not disclose to others the fact or
terms of this letter, except that you may disclose such
information to your attorney or accountant in order for such
individuals to render services to you.
10. You agree that at all times in the future you will not make
any negative or disparaging remarks of any kind regarding the
Company, its employees, officers, directors, affiliates,
products, investors, business practices or operations. In
addition, you agree that you will have no communications of
any kind, or enter into any agreement of any kind, whether
oral, written or otherwise, with any current Company investor,
business partner, research affiliate, collaborator, advisor or
grant provider on matters regarding or related to the Company
without the prior express consent of the CEO.
11. You agree that except as expressly provided in this letter,
this letter renders null and void any and all prior agreements
between you and the Company. You and the Company agree that
this letter constitutes the entire agreement between you and
the Company regarding the subject matter of this agreement,
and that this letter may be modified only in a written
document signed by you and a duly authorized officer of the
Company.
12. This agreement shall be construed and interpreted in
accordance with the laws of the State of California.
13. Any controversy involving the construction or application of
any terms, covenants or conditions of this letter, or any
claims arising out of any alleged breach of this letter will
be governed by the rules of the American Arbitration
Association and submitted to and settled by final and binding
arbitration in Santa Clara County, California, except that any
alleged breach of the Company's Proprietary Information and
Inventions Agreement shall not be submitted to arbitration and
instead the Company may seek all legal and equitable remedies,
including, without limitation, injunctive relief.
14. You have up to twenty-one (21) days after receipt of this
letter within which to review it, and to discuss it with an
attorney of your own choosing regarding whether or not you
wish to execute it. Furthermore, you have seven (7) days after
you have signed this letter during which time you may revoke
this agreement.
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15. If you wish to revoke this agreement, you may do so by
delivering a letter of revocation to me. Because of this
revocation period, you understand that the agreement set forth
in this letter shall not become effective or enforceable until
the eighth day after the date you sign this letter (the
"Effective Date").
Please indicate your agreement with the above terms by signing below.
Sincerely,
/s/ Philippe Pouletty, M.D.
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Philippe Pouletty, M.D.
My agreement with the terms of this letter is signified by my
signature below. Furthermore, I acknowledge that I have read and understand
this letter and that I sign this release of all claims voluntarily, with full
appreciation that at no time in the future may I pursue any of the rights I
have waived in this letter.
Dated: 12/31/99 /s/ Stanley A. Kaplan
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Stanley A. Kaplan, Ph.D.
Attachment: Proprietary Information and Inventions Agreement