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Title: |
Employment Agreement |
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Date: |
2007 |
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Preview shows 6KB of 34KB total |
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Price: |
$40 |
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ID: |
#2985557 |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made the 20th day of March, 2005 (the ?Effective Date?), by and between MAP PHARMACEUTICALS, INC., a Delaware corporation with its corporate headquarters located at 2400 Bayshore Parkway, Mountain View, CA 94043 (?MAP?), and Timothy S. Nelson, an individual resident of California (the ?Executive?). Capitalized terms not otherwise defined in this Agreement shall have the meanings given in Appendix A to this Agreement.
RECITALS:
WHEREAS, MAP desires to secure the Executive?s employment with MAP on the terms and conditions hereinafter set forth;
WHEREAS, the Executive desires to commence employment on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the Executive?s commencement of employment by MAP and the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Employment.
(a) As of April 12, 2005 (the ?Start Date?), MAP shall employ the Executive, and the Executive shall serve as President and Chief Executive Officer, and any other position agreed upon by the parties, subject to the terms and conditions set forth in this Agreement. The Executive shall report to the Board of Directors of MAP (the ?Board?). In addition, the Executive shall serve as a member of the Board. The Executive shall be based at the corporate headquarters of MAP, or such other location as the parties may mutually agree. The Executive shall devote all of his business time, attention, skill and efforts to the performance of his duties under this Agreement, provided that the Executive may devote reasonable periods of time to charitable and community activities that do not materially interfere with the performance of his duties hereunder and are not in conflict or competitive with, or adverse to, the interests of MAP.
2. Compensation and Benefits.
(a) Base Salary and Signing Bonus. The Executive shall receive a base salary at the rate of $285,000 per annum commencing on the Start Date, with such base salary to be reviewed for increases, if any, based on performance at least annually or such other more frequent periods as determined by the Board (the ?Base Salary?). The Base Salary shall be paid at least monthly in accordance with MAP?s regular payroll practices. In addition, Executive shall receive a signing bonus of $100,000 promptly following the Start Date (in any case not to exceed five (5) days following such date), provided, however, in the event Executive does not remain employed by MAP through April 12, 2007 for any reason other than (i) Executive?s termination of employment by MAP without Cause or (ii) Executive?s termination of employment for Good Reason, Executive shall be required to reimburse MAP for the pro rata portion of his signing bonus (calculated based on the number of months less than twenty four
1
(24) which Executive has completed as of his Termination Date), provided further, in the event of a Series C financing event of MAP for cash with at least one new institutional investor, subsequent to the Start Date and prior to April 12, 2007 and the Executive?s Termination Date, Executive shall not be required to reimburse MAP for any portion of the signing bonus, regardless of his Termination Date.
(b) Annual Bonus. The Executive will be eligible to receive an annual incentive bonus of an amount not less than 20% of Executive?s Base Salary, subject to achievement of certain performance goals, as proposed by the Executive and determined by the Board in its sole discretion, based on MAP?s performance under Executive?s leadership and as set forth in a executive bonus plan to be established by the Board.
(c) Health and Retirement Benefits. The Executive shall be entitled to participate in all employee health and retirement benefit plans maintained by MAP, including, without limitation, any medical, dental, disability and life insurance coverage and retirement benefits maintained by MAP, subject to any and all terms, conditions and eligibility requirements of said benefits or plans, as may be in effect from time to time.
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