CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF DISCOVERY PARTNERS INTERNATIONAL, INC.Change-in-Control Agreement • April 6th, 2005 • Discovery Partners International Inc • Services-commercial physical & biological research • California
Discovery Partners International, Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of such personnel to the detriment of the Company and its stockholders. As you are a skilled and dedicated executive with important management responsibilities and talents, the Company believes that its best interests will be served if you are encouraged to remain with the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2005 • Discovery Partners International Inc • Services-commercial physical & biological research • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of March 31, 2005 (the “Effective Date”), by and between Discovery Partners, Inc., a Delaware corporation (the “Company”), and Michael C. Venuti, Ph.D. (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
DISCOVERY PARTNERS INTERNATIONAL, INC. STOCK ISSUANCE AGREEMENT UNDER THEStock Issuance Agreement • April 6th, 2005 • Discovery Partners International Inc • Services-commercial physical & biological research • California
Pursuant to the terms of the Stock Issuance Grant Notice (the “Grant Notice”), this Stock Issuance Agreement (the “Agreement”) (collectively, the “Award”), the par value of which is in consideration of your services, Discovery Partners International, Inc. (the “Company”) has awarded you this Award in the form of a stock issuance (a “Stock Issuance Award”) under its 2000 Stock Incentive Plan (the “Plan”) or as a right to receive shares of Common Stock to be issued in the future (a “Share Right”) in the form of a deferred stock issuance (a “Deferred Stock Issuance Award”), as indicated in the Grant Notice for the number of shares of the Company’s common stock (the “Common Stock”) as indicated in the Grant Notice. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
