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Exhibit 10.26
August 1, 1996
Xxxxxx X. Xxxxxx, Xx.
X.X. Xxx
Xxxxxx Xxxxx Xx, XX 00000
Re: Employment Agreement
Dear Xxx:
This letter agreement ("Agreement") is written to confirm the conditions
of your new employment arrangement with Amylin Pharmaceuticals, Inc.
1. Term of Employment. This Agreement shall commence as of
September 1, 1996, and shall remain in effect until terminated by
either you or Amylin. Either you or Amylin may terminate this
Agreement, at any time, with or without cause.
2. Duties. You will hold the position of Chairman of the Board
of Amylin. You will faithfully and diligently perform the duties
customarily performed by persons in this position, together with such
other reasonable and appropriate duties as Amylin may designate from
time to time. These duties will include:
- assisting in maintaining Amylin's entrepreneurial spirit, while
helping it continue to grow and to become the world's leading
metabolic research and development organization;
- assisting in establishing a long term technical vision, and in
maximizing the value of Amylin's technical assets and
opportunities;
- serving as a member of the Amylin/Xxxxxxx & Xxxxxxx Steering
Committee;
- advising Amylin on financing matters, including interfacing with
Wall Street and the investment banking community, and assisting in
defining Amylin's ongoing communication strategy with the
investment community.
3. Part Time Employment. Your employment with Amylin will be part
time, requiring approximately ten (10) working days per month.
4. Compensation. As compensation for the performance of your
duties under this Agreement, you will be paid a salary of $157,500 per
year, less applicable withholding. You will be paid on the same
paydays as other Amylin employees.
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5. Stock Options. You currently have three stock option
agreements with Amylin that have unvested options. They are grant
numbers 000211, 000383, and 001466, dated March 15, 1993, April 11,
1994 and February 8, 1996. Those stock option agreements will be
amended, as part of this Agreement, such that you will vest at one
half the rate now set out in those agreements for the duration of this
Agreement. You will be solely responsible for any and all tax and
other consequences associated with those options and the foregoing
amendments.
6. Proprietary Information Agreement. You have previously
executed a Proprietary Information and Inventions Agreement. This
agreement shall remain in full force and effect during the terms of
this Agreement, and certain terms of the Proprietary Information
Agreement shall remain in effect after the expiration of this
Agreement, as set forth in the Proprietary Information and Inventions
Agreement.
7. Employee Benefits. You will be allowed to participate in the
employee benefits plans offered by Amylin to its part time employees,
provided you pay the applicable contributions for a part time employee
in order to participate in such plans. In addition, you will be
allowed to continue your current medical and dental benefits by paying
the appropriate contribution, currently identical to the amount you
paid while you were a full-time employee. All other benefits available
to full-time employees will cease as of July 12, 1996.
8. Annual Review of Duties and Compensation. The Amylin
Compensation Committee will review your duties and compensation on an
annual basis, and will propose changes in your duties and compensation,
as may be determined to be appropriate.
Please indicate your acceptance of this Agreement by dating and signing below
and returning an executed copy of this Agreement to me.
Sincerely,
/s/ Xxxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx
Vice President and General Counsel
I accept employment with Amylin pursuant to the terms set forth in this
Agreement.
Dated: October 2, 1996 /s/ Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
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