Employment Agreement - BioMedicines Inc. and James Ahlers
BIOMEDICINES, INC.
14 May, 1999
PERSONAL AND CONFIDENTIAL
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James Ahlers
69 Hudson Street
Redwood City, CA 94062
Dear James:
On behalf of the Board of Directors of BioMedicines, Inc., I would like to
offer you the position of Director of Finance and Operations. Initially you
will report to me in this capacity. This reporting relationship is, however,
potentially subject to change as we have discussed.
In your role as Director, you will have responsibility for financial
planning and management, the establishment of financial policies for the
company, the creation of budgets and active management of the budgetary
process, the generation of timely management accounting reports, and other
responsibilities that may be added from time to time. In your role as head
of operations, you will also have responsibility for facilities,
telecommunications and management information systems. I anticipate your
active involvement in related hiring activities and, importantly, for
preparing the company for Board related activities. As the company progresses
to larger, more complex and more public financing(s), it is my hope the you
will play an increasingly responsible and active role, both privately
and publicly, on behalf of BioMedicines.
This letter will serve to confirm the terms of your employment with
BioMedicines, such employment to recommence on 23 March 2000 to begin on 16
June 1999 or sooner by mutual agreement. If the terms discussed below are
acceptable to you, please sign this confirmation letter where indicated and
return it to me, retaining a copy for your records. As used herein, the term
"Company" refers to BioMedicines, Inc.
1. COMPENSATION.
(a) SALARY, SIGN-ON BONUS AND EXPENSE REIMBURSEMENTS. You will be paid a
monthly salary of $10,833.33, and if you respond favorably with seven days of
the date shown above, a one sign-on bonus of $12,000.00, less applicable
withholdings. Currently, salary payments are made twice a month. Changes, if
any, in your annual salary will be based on your performance and applicable
Company policies. In addition, all reasonable business expenses will be
reimbursed so long as they are incurred in the ordinary course of business.
(b) STOCK OPTIONS. It will be recommended that you receive an option to
purchase up to 60,000 shares of common stock, such number and related
purchase price to be approved by the Board of Directors at the sole discretion
of the Board. Such approval is not automatic. It is anticipated that this
grant, if approved, will vest at the rate of approximately 2.083% per month
(i.e., 25% per year), subject to the condition that the first 12 months of
options will vest only after you have satisfactorily completed 12 months of
employment (i.e. options on 15,000 shares will vest only on the first
anniversary of your employment). Thereafter,
James Ahlers 14 May, 1999
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vesting will occur monthly. Other terms, or terms that become applicable
after the date of this letter, will appear in the BioMedicines Stock Option
Plan of which you will receive a copy in the event you accept this offer. In
the event of a stock split or "reverse split" the number of options and the
option price may be adjusted.
(1) ACCELERATED VESTING
In addition, as a further incentive to you while you are an employee, from
the 60,000 shares identified above, it will be recommended to the Board of
Directors that vesting accelerate (such that you will be fully vested) in the
following number of shares associated with the stated events in which you
play a material role:
4,000 shares in the event that the company raises at least $20 million in a
private placement within the first two years of your employment
6,000 shares in the event that the company completes a successful public
offering on any recognized stock exchange.
Moreover, in the event that you are dismissed without cause (see TERMINATION
below), it will be recommended that acceleration will still apply in the
event that, for an activity in whose management you played a material role,
said event is achieved within 90 days of your dismissal without good cause.
The only exception to this will be the need for the Company to correct a
material error on your part in order to facilitate the completion of said
event(s).
These proposed accelerations, unless subsequently modified by the Board of
Directors, will apply only once. These proposed accelerations will not apply,
however, to any event for which your involvement is considered not to be
material, whether or not such events transpire.
In addition, in the event that the Company is fully acquired or that
substantially all of the Company's assets are acquired or transferred in a
merger or acquisition, and if you are not offered a position in the surviving
or acquiring entity that is substantially the same in salary, benefits, and
responsibilities as the position you held immediately prior to closing, then
it will be recommended that vesting in one-half (50%) of your remaining
unvested options will accelerate. Such acceleration will be at the discretion
of the Board.
In addition, you understand and acknowledge, however, that the Board of
Directors remains free to change the terms of the grant and vesting schedule
at any time for any reason at its sole discretion.
(c) HEALTH BENEFITS. Health insurance coverage for you will be provided
under the Company's group health plan when and if such a plan is adopted by
the Company. You will be entitled to all health and medical benefits as are
provided to other employees. In addition, you will be entitled to participate
in the Company's 401k plan and all other sponsored employee benefit plans as
they are adopted by BioMedicines.
(d) VACATION, HOLIDAYS AND SICK LEAVE. You will receive three (3) weeks
of paid vacation per year as described in the Company's Policy Manual. You
are encouraged to plan for and to take, under appropriate circumstances, the
vacation time to which you are entitled. Sick leave and
James Ahlers 14 May 1999
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holidays will be provided in accordance with the Company's policies, which
will be announced from time to time.
2. TERMINATION. You or the Company may terminate the employment
relationship at any time, for any reason, with or without good cause.
However, if the Company terminates your employment without good cause, the
Company will continue to pay your monthly salary on the regular monthly basis
for three (3) months from the date of your termination, less all applicable
withholdings. Unvested options, if any, will also continue to vest for the
same three (3) months from the date of your termination. For purposes of this
Agreement, "good cause" means gross misconduct, wrongful acts or omissions
that may adversely affect the Company's business, neglect of duties whether
or not assumed by another employee or company consultant or agent, breach of
any terms or conditions of this Agreement or the Company's Proprietary
Information Agreement, death, or any disability that renders you incapable of
diligently or expeditiously performing all of your essential duties and
obligations to the Company for any period of three (3) consecutive months or
a total of ninety (90) days, whether or not consecutive, in any twelve (12)
month period.
3. NON-COMPETE AND OUTSIDE ACTIVITIES. You agree that, while serving as
an employee of the Company, you will not engage in any activity which is
competitive with the Company and will give your sole and only loyalty to the
Company. It is understood that buying and selling of securities of any public
company does not constitute a violation of this agreement. An investment in a
private company other than, or not affiliated with, the Company may be
construed as a violation of this non-compete clause unless you have received
the prior approval of the Board of Directors or Chief Executive Officer of
the Company, as appropriate. It is understood, Mr. Ahlers, that any
reasonable obligations that you may have to assist or cooperate with a
previous employer in legal proceedings, in the issuance of patents or
prosecution of patent applications, or in compliance with requests from
governmental authorities do not constitute violations of this agreement,
provided that these obligations are not fulfilled on Company time and do not
adversely impact in a material way the performance of your current duties to
the Company.
4. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Your acceptance of
this offer is contingent upon the execution of the Company's Proprietary
Information and Inventions Agreements, copies of which are enclosed for your
review and execution.
5. ARBITRATION. Any controversy between the parties hereto involving the
construction or application of any terms, covenants or conditions of this
Agreement, or any claims arising out of or relating to this Agreement or the
breach thereof or with your employment with the Company or any termination of
that employment, except with respect to prejudgment remedies, will be
submitted to and settled by final and binding arbitration in San Francisco,
California, in accordance with the Model Employment Dispute Resolution Rules
of the American Arbitration Association (the "Rules") then in effect, any
arbitrator shall be selected pursuant to such Rules and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
James Ahlers 14 May 1999
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To accept this offer, please sign in the space below, indicating your
acceptance and agreement to the terms contained herein. No amendment or
modification of the terms of this letter will be valid unless made in writing
and signed by you and an authorized officer of the Company.
Sincerely,
/s/ M. Moran
Mark Moran, M.D.
Chief Executive Officer
/s/ James Ahlers
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James Ahlers
5/16/99
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Date
James Ahlers 14 May 1999
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AMENDMENT TO ACCOUNTING SERVICES AND OPERATIONS AGREEMENT
17 AUGUST 1999
In the event that you perform continuously and satisfactorily in your role as
consultant and financial advisor to BioMedicines, Inc. (the "Company") and
shall return to full time employment with the Company within 1 year from the
date of execution of the ACCOUNTING SERVICES AND OPERATIONS AGREEMENT (16
August 1999), then paragraph 1(b) of the employment agreement previously
executed between you and the Company (on 14 May 1999) shall be enforced as if
you were continuously a full time employee from your original date of full
time employment with the Company (15 June 1999), and other terms and
conditions of your renewed employment shall be renegotiated in good faith and
incorporated into a revised employment agreement.
EXECUTED as of the date written above.
for BIOMEDICINES for VENDOR
/s/ Mark Moran, M.D. /s/ James Ahlers
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Mark Moran, M.D. James Ahlers
Chief Executive Officer
BioMedicines, Inc.