Exhibit 10.33
CUBIST PHARMACEUTICALS, INC.
00 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
January 9, 1998
Xx. Xxxx X. Xxxxxx
00 Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxxx:
Reference is hereby made to that certain Letter Agreement, dated as of May
19, 1997 (the "Agreement"), between you and Cubist Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), pursuant to which you exercised your stock
option to purchase 10,000 shares (the "Shares") of the Company's common stock,
$.001 par value per share, at an exercise price of $8.00 per share, and you paid
for the Shares by delivering to the Company a Secured Promissory Note in the
principal amount of $80,000 (the "Note"), which the Company agreed to forgive
over time. Capitalized terms which are not defined herein shall have the same
meanings as ascribed to such terms in the Agreement.
You and the Company hereby agree that in the event your employment with the
Company terminates prior to April 11, 2000 and the market value of the Shares on
the date of such termination (the "Termination Date") is less than the principal
and accrued but unpaid interest under the Note at the Termination Date, then,
notwitstanding anything in the Pledge Agreement to the contrary, the Shares
shall be the Company's sole recourse for payment of the Note. In such event,
you agree to surrender your certificate for the Shares accompanied by a stock
power executed in blank to the Company, and upon such surrender and delivery of
the Shares to the Company, you shall have no further obligation to the Company
with respect to the Note and the Note shall be returned to you marked "Paid In
Full."
This letter agreement shall be governed by the internal substantive laws of
the Commonwealth of Massachusetts and shall be binding upon the heirs, personal
representatives, executors, administrators, successors and permitted assigns of
the parties. The rights and obligations of either party under this letter
agreement may only be assigned with the prior written consent of the other party
hereto. This letter agreement supersedes all prior written and oral agreements
and understandings between the parties and represents the entire agreement
between the parties with respect to the subject matter hereof and may only be
modified or amended pursuant to a written instrument signed by both parties.
The Company is not by reason of this letter agreement obligated to continue your
employment.
Xx. Xxxx X. Xxxxxx
January 9, 1998
Page 2
If the foregoing accurately reflects our understanding, please so
acknowledge by countersigning this letter agreement in the space provided for
your signature below.
Very truly yours,
CUBIST PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxx, Ph.D.
President and CEO
Agreed and Accepted
as of this 9th day of
December, 1997:
/s/ Xxxx Xxxxxx
------------------------
Xxxx X. Xxxxxx
00 Xxxxx Xxxx
Xxxxxxx, XX 00000
