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EXHIBIT 10.10
[AURORA LETTERHEAD]
STRICTLY CONFIDENTIAL
August 6, 1996
X. Xxxxxx Xxxxxxx, Ph.D.
35B East Rogues Path
Huntington Station, NY 11746
Dear Xxxxxx:
This letter is a formal offer setting forth the principal terms for you to join
Aurora Biosciences Corporation, (The "Company"), a Delaware corporation, which
is located in San Diego, California, and is subject to your fulfilling all
contractual obligations to Oncogene Science, Inc. and not being subject to any
non-compete or other conditions, excepting customary obligations of
confidentiality, which would conflict with or impair the performance of our
duties at Aurora.
Position: Chief Technical Officer and member of the Board of Directors
Reporting to: Xx. Xxxxxxx X. Xxxx
Base Salary: $20,833.33 per month
Bonus Plan: $150,000 dependent on and payable (minus normal withholdings)
immediately following your completing four year's continuous
employment at Aurora.
Relocation: Reimbursed expenses to include reasonable and customary closing
costs for the sale of your house, including realtors' fees,
payment for movement of household goods (and two cars),
including packing, unpacking, and insurance; economy air fares
for you and your immediate family from Huntington Station, New
York, and two "house hunting" visits for you and your spouse;
and up to four months' payment of temporary accommodations and
car rental not to exceed $3,000 per month. All expenses must
be documented and paid either directly to the vendor or
reimbursed by normal means. The Company will "gross up" the
compensation element of directly paid or reimbursed relocation
expenses. The Company will follow federal, state and local
tax regulations with regards to
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X. Xxxxxx Xxxxxxx, Ph.D.
August 6, 1996
Page two
reporting reimbursements associated with the move. Aurora
would pay applicable taxes related to the compensation
element of these relocation reimbursables. The terms of
this move package would be valid for 12 months from date of
employment.
Mortgage Allowance: The Company will pay you $2,500 per month commencing on
your start date through the earlier of the closing of the
sale of your house in New York or three months following
your start date, i.e., to a maximum of $7,500.
The relocation payments (including tax payments) and mortgage allowance
will be repayable by you if you were to terminate your employment
voluntarily during the first 18 months following your start date, other
than for health reasons. Such repayment will be made within one (1)
year of your termination of employment. If the Company were to
terminate your employment during the first two years, other than for
cause, you would receive a payment for 12 months' salary plus $100,000,
minus normal withholdings. If the Company were to terminate your
employment after the second anniversary of your start date, other than
for cause, you would receive a lump sum payment of nine months' salary,
minus normal withholdings.
Termination for Cause: As used in the agreement, a termination of your
employment for cause shall be limited to a termination based upon
your conviction of a felony or other crime involving moral
turpitude, your commission of an act or failure to take an action
in bad faith and to the detriment of Aurora, or your breach of
any material term of this agreement or other agreements with the
Company, including but not limited to the Proprietary Information
and Invention Agreement, or repeated failure to follow reasonable
procedures and policies of the Company on requirements of the
Board of Directors or your supervisor, which breach or failure
remains uncorrected on the expiration of 21 days from your
receipt of written notice of such breach or failure.
House Purchase Loan: Up to $150,000 interest free loan to be used for your
purchase of a new principal residence, to be funded on
closing house purchase in San Diego County within one year
of your start date, secured by
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Xxxxxx Xxxxxxx, Ph.D.
August 6, 1996
Page three
such property. The loan will be repayable to the Company
on the earlier of the fourth anniversary of your start
date or within one year following termination of your
employment, for any reason, prior to the fourth
anniversary of your start date. The loan would be
evidenced by a promissory note to be executed by you at
the time of such house purchase closing. Such note would
contain the terms set forth herein, as well as other terms
customary for such a loan. You hereby certify that you
reasonably expect to be entitled to and, if lawful, will
itemize deductions for each year the loan is outstanding.
For purposes of this letter, "voluntary termination of
your employment" shall be deemed to have occurred if you
fail to commence employment by March 10, 1997, or if the
Company is notified, or has good reason to believe, that
you will not commence employment before March 10, 1997.
Equity: Following acceptance of this offer you will be entitled to
purchase 260,000 shares of the common stock of the Company
at a price equal to ten cents ($.10) per share and
otherwise on the terms specified in the Company's standard
form of restricted stock purchase agreement. Your shares
will vest according to the following schedule:
Twenty-five percent (25%) at the end of one year from your
employment start date, and monthly thereafter over the
following three-year period at the rate of one
forty-eighth (1/48) of such shares each month. If the
Company were to undergo a change of control as specified
in the stock purchase agreement and your employment were
terminated by the Company, other than for cause, within 18
months of such change, vesting of all then unvested shares
would occur at such termination.
Benefits: You will be entitled to receive standard medical, life and
dental insurance benefits for yourself and your dependents
in accordance with Company policy.
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X. Xxxxxx Xxxxxxx, Ph.D.
August 6, 1996
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Paid Personal Leave: You will be entitled to 20 days per year of paid personal
leave. If Xxxxxx establishes a Company policy to close
between Christmas and New Year's, such time off will not
count against the 20 days.
Employment at Will: Your employment will be at will, which means it may be
terminated at any time by you or the Company with or
without cause.
Start Date: March 10, 1997, or at such earlier date as is mutually
agreeable and is consistent with observance of all the
terms of your employment contract with Oncogene Science,
Inc.
As a condition of your employment, you will be required to sign a copy of our
Employee Proprietary Information and Inventions Agreement when you begin your
employment. A copy of this form is enclosed for your review. In addition, to
conform with the Immigration Reform and Control Act of 1986, please bring with
you on your start date the original of one of the documents noted in List A on
the I-9 form enclosed or one document from List B and one document from List
C. If you do not have the originals of any of these documents, please call me
immediately. This offer is contingent upon your providing sufficient
documentation to show proof of eligibility for employment in the United States.
It is Xxxxxx's policy to respect fully the rights of your previous employers in
their proprietary or confidential information. No employee is expected to
disclose, or is allowed to use for Aurora's purpose, any confidential or
proprietary information he or she may have acquired as a result of previous
employment.
I am pleased to extend this offer to you and look forward to your acceptance.
Please sign and return the enclosed copy of this offer letter as soon as
possible to indicate your agreement with the terms of this offer. This offer
will lapse if not signed and returned by August 15, 1996.
Once signed by you, this letter will constitute the complete agreement between
you and Xxxxxx regarding employment matters and will supersede all prior
written or oral agreements or understandings on these matters.
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X. Xxxxxx Xxxxxxx, Ph.D.
August 6, 1996
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I believe you will be able to make substantial contributions to Xxxxxx's
effort, and I think you will enjoy the rewards of working for an innovative,
fast-paced company. One of the keys to our accomplishments is good people. We
hope you accept our offer to be one of those people.
Yours sincerely,
/s/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx, M.D., Sc.D.
Chairman, CEO and President
TJR/jkc
Enclosures
I accept the terms of employment as described in this offer letter dated August
6, 1996, and will start my employment on or before March 10, 1997. I confirm
that by my start date at Aurora I will have taken all reasonable and feasible
steps to ensure that I will be under no contract or agreement with any entity
other than Oncogene Science, Inc. which would in any way restrict my ability to
work at Aurora or perform the functions of my job for Aurora. With respect to
Oncogene Science, Inc., I confirm that I have already given oral and written
notice to Oncogene Science, Inc. of non-renewal of my employment contract,
effective February 28, 1997.
/s/ X. XXXXXX XXXXXXX Date August 14th 1996
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X. Xxxxxx Xxxxxxx
