[GILEAD SCIENCES LETTERHEAD]
October 1, 1996
Xxxxxxx X. Xxxxxxx, M.D.
000 Xxxxxx Xxxxxx, Xx. 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxx:
This letter agreement sets forth the terms upon which you will continue as
an employee of Gilead Sciences, Inc. (the "Company") during the period from
October 1, 1996 through December 31, 1998.
I. OCTOBER 1, 1996 THROUGH DECEMBER 31, 1996. You will become a part-time
employee on October 1, 1996 and continue in such capacity through December
31, 1996, as provided below:
A. TERMS OF EMPLOYMENT.
1. TITLE AND DUTIES: Your title and duties will remain the same. You
will reduce your time commitment to approximately fifty percent (50%)
of full-time employment.
2. SALARY: You will receive fifty percent (50%) of your current base
salary.
3. BONUS: You will be eligible for a bonus for the calendar year ending
December, 1996 in the full amount for the second and third quarters
of the year and one-half ( 1/2) for the fourth quarter (I.E.,
five-eighths ( 5/8) of the full annual bonus), as determined by the
Board of Directors at its July 1997 meeting in accordance with
current policies.
4. HEALTH AND LIFE INSURANCE; FACILITIES: You will receive all life and
disability insurance, hospitalization and major medical, dental and
other employee benefit plans offered by the Company to its full-time
employees, at levels maintained for you prior to October 1, 1996. You
will be provided with part-time secretarial and office support.
5. DEATH OR DISABILITY: In the event of your death or disability, your
options will vest as provided therein.
6. OPTIONS: Your existing options will continue to vest during this
period.
II. 1997-1998. During the period commencing on January 1, 1997 through December
31, 1998, your employment will continue as follows:
A. TERMS OF EMPLOYMENT.
1. DUTIES: You will continue as a part-time employee, serving at the
Chief Executive Officer's request and direction at times and for
periods mutually agreed to by you and the Chief Executive Officer.
2. SALARY: You will be paid $5,000 per month.
3. BONUS: You will not be eligible for a bonus for calendar years 1997
or 1998.
4. HEALTH AND LIFE INSURANCE; FACILITIES: You will receive life and
disability insurance, hospitalization and major medical, dental and
other employee benefit plans offered by the Company to its full-time
employees, at levels maintained for you prior to October 1, 1996. You
will be provided with part-time secretarial and office support.
5. NONCOMPETITION AGREEMENT: You agree not to compete with the Company
during a two year period commencing on January 1, 1997 and ending on
December 31, 1998, as provided below:
A. SCOPE OF NON-COMPETITION COVENANT: You shall not, directly or
indirectly, without the prior written consent of the Company,
own, manage, operate, join, control, finance or
Xxxxxxx X. Xxxxxxx, M.D.
October 1, 1996
Page 2
participate in the ownership, management, operation, control or
financing of, or be connected as an officer, director, employee,
partner, principal, agent, representative, consultant, licensor,
licensee or otherwise with, any business or enterprise in the
world which is engaged in the biotechnology or pharmaceutical
business.
B. EXCEPTION: You shall be permitted to (i) invest in any business
solely as a passive investor, up to five percent (5%) of the
publicly traded equity securities of such business, or (ii) be
employed by a business or enterprise that is engaged primarily in
a business other than the biotechnology or pharmaceutical
business if you do not apply your expertise at such business or
enterprise to that part of such business or enterprise that is or
could be competitive with the biotechnology or pharmaceutical
business.
6. OPTIONS: Your existing options will continue to vest during this
period. At the end of the two year period, the Board would consider
whether the exercise period for vested but unexercised options should
be extended in light of the contributions made by Xx. Xxxxxxx to the
Company.
7. TERMINATION: In the event of your violation of the noncompetition
provisions contained in Section (II)(A)(5) above, the vesting of your
options will cease and the Company could terminate your employment or
compensation or seek injunctive relief.
III. BOARD SERVICE. From October 1, 1996 through December 31, 1998, you will
continue serving on the Board of Directors, subject to termination at the
discretion of the Board of Directors. Your sole compensation for serving on
the Board of Directors during the two year period will be the salary and
benefits described in Sections (I)(A)(1-5) and (II)(A)(1-4) above. If
elected thereafter, you will be entitled to standard, independent director
compensation.
A. The benefits described in Sections I and II will continue even if you
are not serving on the Board of Directors, so long as you do not violate
the non-competition provisions contained in Section (II)(A)(5) above and
remain available to assist the Chief Executive Officer as provided in
Section (II)(A)(1).
IV. GOVERNING LAW. This Letter Agreement shall be construed in accordance with,
and governed in all respects by, the laws of the State of California
(without giving effect to principles of conflicts of law).
Please evidence your acceptance of the terms of this Letter Agreement by
executing this Letter Agreement below and returning the executed Letter
Agreement to the undersigned.
Very truly yours,
GILEAD SCIENCES, INC.
By: /s/ XXXX X. XXXXXX
------------------------------------------
Xxxx X. Xxxxxx
PRESIDENT AND CHIEF EXECUTIVE OFFICER
I hereby accept, and agree to
be bound by, the terms of this
Letter Agreement:
/s/ XXXXXXX X. XXXXXXX
------------------------------
Xxxxxxx X. Xxxxxxx, M.D.
