Exhibit 10.12
November 23, 1999
S. Xxxx Xxxxx, M.D.
00 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
RE: EMPLOYMENT AGREEMENT
Dear Xxxx:
This letter will serve to memorialize certain actions taken pursuant to, and
modifications of, that certain Employment Agreement dated August 14, 1997,
between you and BioMedicines, Inc. (the "Employment Agreement"). The capitalized
terms used herein have the meanings given to them in the Employment Agreement.
1. Salary/Bonus. Employee's current annual base salary, effective as of
January 1, 1999, is $240,000. Employee will be considered for a bonus of up to
$25,000 in December of 1999. The actual timing and amount of any bonus shall be
at the discretion of the Board of Directors.
2. Stock Purchase. The Company hereby agrees to sell to you 500,000
shares of Common Stock, which are in addition to the 1,500,000 shares currently
owned by you, at a price of $0.225 per share pursuant to the terms and
conditions contained in the stock purchase agreement hereto as Exhibit A.
3. Interest Forgiveness. In connection with the promissory note in the
principal amount of $50,000 given by you in connection with your early exercise
Stock Purchase Agreement dated November 23, 1998, the Company agrees to forgive
interest accrued under such note, through November 23, 1999. The Company further
agrees to give due consideration to a similar forgiveness of interest at the
time of your 2000 review and in subsequent years for so long as such note
remains outstanding. It is our understanding that there will be no tax liability
to you associated with said interest forgiveness. However, in the event this
understanding proves to be incorrect, the Company agrees to make additional
payments to you as necessary to hold you harmless from any such liability on an
after tax basis.
4. Principal Forgiveness on a Public Offering or Change of Control. In
the event of an initial public offering of the Company's stock or in the event
of a Change of Control, the Company agrees that, if you remain as an employee of
the Company up to the date on which such offering or Change of Control takes
place, the Company will forgive the unpaid principal balance of all loans made
by the Company to you in connection with the purchase of Company Stock and, in
addition, make a "tax gross up" payment to you equal to 94% of the principal
amount so forgiven.
5. No Other Effect. Except as expressly provided for herein, the terms
and conditions of the Employment Agreement, including without limitation the
obligation of the Company to continue to provide support for your home office on
the same basis as it is currently provided, are not intended to be modified by
this letter agreement and shall remain in full force and effect.
Very truly yours,
BioMedicines, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Chairman of the Board of Directors
AGREED TO AND ACCEPTED BY:
/s/ S. Xxxx Xxxxx, M.D.
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S. Xxxx Xxxxx, M.D.
Employee
