APOLLO Genetics
Xxxx X. Xxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
November 10, 1996
Dear Xxxx:
This letter sets forth the terms on which Apollo Genetics, Inc. (The
"Company") is offering to employ you in an executive capacity, as Vice President
of Finance and Administration & Chief Financial Officer, subject to the
supervision of, and to have such authority as is delegated to you by, the Chief
Executive Officer. You shall devote your entire business time, attention and
energies to the business and interests of the Company.
In consideration of the services to be rendered by you hereunder, the
Company shall pay you an annual salary of $80,000, payable in accordance with
the Company's usual payment practices (the "Base Salary"). The first month of
your employment shall be on a half-time basis and employment following that on a
full-time basis. Subject to the approval of the Compensation Committee of the
Board, I am recommending that you also receive incentive stock options (the
"Options") to purchase an aggregate of 50,000 shares of the Common Stock, $.02
par value per share (the "Common Stock"), of the Company at an option price
equal to the fair market value of such Common Stock on the date of grant. As of
November 10, 1996 the fair market value of the Common Stock is $.80 per share.
The Option shall (i) become exercisable with respect to twenty percent (20%) of
such Common Stock on the date of grant and with respect to twenty percent (20%)
of such Common Stock on each of the next four (4) anniversaries of the date of
grant, (ii) be subject to the terms and conditions set forth in the Company's
1993 Incentive and Non-Qualified Stock Option Plan (the "Plan"), and (iii)
contain other terms and conditions as may be imposed by the Compensation
Committee of the Board. The number and price of stock options set forth in this
paragraph represent values prior to the Company's anticipated 1:3.3 reverse
stock split.
Your compensation package shall be reviewed annually and you shall be
eligible for a 15% annual bonus. If your job performance in 1997 upon review is
good or superior you will automatically be awarded an additional 50,000 options
exercisable at the then-current fair market value, with 20% vesting immediately
and 20% per year for four years.
Your employment by the Company hereunder is "at will" and the Company
may terminate such employment at any time, in which case the Company shall pay
you the compensation and benefits otherwise payable to you under the preceding
paragraph through the last day of your actual employment by the Company.
With the exception of the Non-Disclosure Agreement between yourself and
the Company which remains in place, this Agreement supersedes all prior
agreements and constitutes the entire agreement between us with respect to your
employment by the
Company. This Agreement shall in all events and for all purposes be governed
by the construed in accordance with the laws of the Commonwealth of
Massachusetts, without regard to any choice of law principle that would
dictate the application of the laws of another jurisdiction.
Please indicate your acceptance of the terms of this offer by signing
the enclosed copy below and returning it to the Company.
Very truly yours,
/s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx, Ph.D.
President and CEO
Agreed to and accepted as of
the date first above written:
/s/ Xxxx X. Xxxxx
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Name:
