Exhibit 10.4
January 26, 2007
Corey S. Goodman, Ph.D.
5610 Golden Gate Avenue
Oakland, California 94618
Re: Amended and Restated
Employment Agreement
Dear Corey:
You and Renovis, Inc. (the
“Company”) are parties to an Employment Agreement dated
June 8, 2001, as amended on May 1, 2003, amended and
restated on April 8, 2005 and amended and restated on
September 15, 2006 (the “Employment Agreement”),
which sets forth, among other things, the terms of your employment
with the Company and certain severance benefits payable to you in
the event of a qualifying termination of your employment. This
letter (the “Agreement”) amends and restates the
Employment Agreement to provide you with additional benefits in the
event of certain terminations of your employment in connection with
a Change in Control (as defined below). This Agreement supersedes
the Employment Agreement and any other agreement or policy to which
the Company is a party with respect to your employment with the
Company. Notwithstanding the foregoing, your Confidentiality and
Proprietary Information Agreement remains in full
effect.
1. E MPLOYMENT D ATE . Your
employment by the Company as President and Chief Executive Officer
commenced on September 1, 2001.
2. D UTIES . As
the President and Chief Executive Officer, you will continue to
perform the duties customarily associated with these positions. You
will continue to report to the Chairman of the Board of Directors
of the Company. You have been elected to serve as a member of the
Company’s Board of Directors (the “Board”), but
such election shall be subject to the continued approval of the
Company’s stockholders. If at any time during your employment
with the Company you are not a member of the Board, you
nevertheless may be considered eligible to attend Board meetings as
an observer. Subject to the other provisions in this Agreement, the
Company may change your duties and reporting relationship at its
discretion. You shall continue to devote your full time and
attention during normal business hours to the business affairs of
the Company except for reasonable vacations and periods of illness
or incapacity.
3. B ASE S ALARY . You
currently receive an annual base salary of $467,460 for all hours
worked paid on a monthly basis, less payroll deductions and
withholdings. You will continue to be provided with a salary and
performance review on an annual basis by the Board, and you will
continue to be eligible for adjustments of your base salary as
merited.
4. I NCENTIVE C OMPENSATION . You
shall continue to be entitled to an annual bonus targeted at 50% of
your base salary based upon your attainment of performance targets
established by you and the Compensation Committee. Your bonus shall
continue to be paid in accordance with standard Company practices,
and you will continue to be eligible for adjustments of your bonus
as merited. You were guaranteed a minimum annual bonus of and
received at least $10,000 for calendar year 2001 and $39,900 for
calendar years 2002 and 2003.
To obtain a bonus for a year, you must remain an
active employee through the end of the bonus year. You forfeit any
bonus for which you would otherwise be entitled if your employment
terminates for any reason before the end of the bonus year (
i.e. , no prorated bonus can be earned for a year during
which your employment terminates). For purposes of this Agreement,
the bonus year commences on January 1 and ends on
December 31 of such year (except for 2001, for which the bonus
year commenced on September 1). The Company may at any time
change or eliminate its bonus program, with prospective
effect.
5. S TOCK O PTIONS AND O THER A WARDS . Subject to the terms set forth in the
Company’s various equity incentive and stock plans, you have
been granted the stock options, restricted stock and deferred stock
units listed in the table attached hereto as Exhibit A, with those
options marked as cancelled having been cancelled pursuant to that
certain stock option cancellation agreement effective
January 4, 2007 between you and the Company. You continue to
be eligible for grants of additional stock options and other
equity-based awards, including, without limitation, deferred stock
units, at the Board’s sole discretion, in conjunction with
your annual performance review or bonus payment.
6. B ENEFITS . The
Company will continue to provide you with the following
benefits.
(a) Standard Benefits.
You will continue to be eligible to
participate in any of the employee benefit plans or programs the
Company generally makes available to its exempt employees, pursuant
to the terms and conditions of such plans.
(b) Life Insurance
Policy. The Company has
obtained and will maintain, during the term of your employment, a
term-life insurance policy providing a benefit of not less than
one-million dollars ($1,000,000) to each of the Company and your
estate (the “Life Insurance Policy”). You agree that
the Company may secure additional insurance on your life for the
benefit of the Company and that you shall cooperate in assisting
the Company to obtain such Life Insurance Policy, including
providing personal health information as well as submitting to
reasonable medical exams and tests requested by an insurance
carrier.
7. E XPENSES . You
shall be entitled to reimbursement for all ordinary and reasonable
out-of-pocket business expenses which are reasonably incurred by
you in furtherance of the Company’s business and in
accordance with the Company’s standard policies.
8. V ACATION . You
will be entitled to vacation and paid time off to the same extent
senior executives of the Company are generally entitled to vacation
and paid time off plus one additional week per calendar year, in
each case pursuant to the Company’s standard policies as may
be changed from time to time.
9. C OMPANY P OLICIES A ND C ONFIDENTIALITY A GREEMENT . As
an employee of the Company, you will be expected to abide by all of
the Company’s policies and procedures. As a condition of your
employment and as a condition to any of the Company’s
obligations under this Agreement, you have executed or will execute
and agree to abide by the terms of the Confidentiality and
Proprietary Information Agreement with the Company.
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10. O THER A GREEMENTS . By
accepting this Agreement, you represent and warrant that your
performance of your duties for the Company will not violate any
agreements, obligations or understandings that you may have with
any third party or prior employer. You agree not to make any
unauthorized disclosure or use, on behalf of the Company, of any
confidential information belonging to any of your former employers.
You also represent that you are not in unauthorized possession of
any materials containing a third party’s confidential and
proprietary information. Of course, during your employment with the
Company, you may make use of information generally known and used
by persons with training and experience comparable to your own, and
information which is common knowledge in the industry or is
otherwise legally available in the public domain.
11. D UTY O F L OYALTY . While employed by the Company, you will not
engage in any business activity in competition with the Company nor
make preparations to do so using working time or resources of the
Company, and you will not engage in any outside employment or
consulting without written authorization from the
Company.
12. T ERMINATION . As
an employee of the Company, you may terminate your employment at
any time and for any reason whatsoever simply by notifying the
Company. Similarly, the Company may terminate your employment at
any time and for any reason whatsoever, with or without cause.
Notwithstanding the foregoing, the Company could only have
terminated your employment during the first six (6) months of
your employment for Cause, as defined below. Your at-will
employment relationship with the Company cannot be changed except
in a written agreement signed by a duly authorized director of the
Company.
13. S EVERANCE B ENEFITS .
(a) Termination By The Company
Without Cause. If your
employment by the Company is terminated by the Company without
Cause (as defined below), or if there is a Constructive Termination
(as defined below), in each case at any time prior to the
occurrence of a Change in Control (as defined below) or in each
case more than thirteen (13) months following the occurrence
of a Change in Control (as defined below), and if you provide the
Company with a signed general release of all claims against the
Company, in a form provided by and reasonably acceptable to the
Company (a “Release”), and do not revoke the Release
within the applicable revocation period, if any, the Company shall
provide you with the following severance benefits: (1) an
amount equal to eighteen (18) months of your base salary at
the rate in effect immediately prior to your termination of
employment, less applicable withholdings, payable in installments
pursuant to the Company’s normal and customary payroll
procedures, subject to Section 19 below; (2) provided
that you elect to receive health benefits (e.g., medical and
dental) pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”), then for the period
beginning on your date of termination and ending on the date which
is eighteen (18) full months following your date of
termination (or, if earlier, the date on which you begin benefit
coverage with another employer), the Company shall pay the costs
associated with continuation coverage pursuant to COBRA; and
(3) on your date of termination, you shall immediately become
vested with respect to those options to purchase the
Company’s capital stock and other equity-based awards that
you then hold that would have vested during the Acceleration Period
following your date of termination and/or any restrictions with
respect to restricted shares of the
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Company’s capital stock and other
equity-based awards that you then hold that would have vested
during the Acceleration Period following your date of termination
shall immediately lapse, and you shall be entitled to exercise any
such vested options and other equity-based awards until the
expiration date of such options and other equity-based awards set
forth in the stock option or award agreement(s) pursuant to which
they were granted. For the purposes of this Section 13(a),
“Acceleration Period” shall mean eighteen
(18) months.
You understand and agree that you
shall not be entitled to any other severance pay, severance
benefits, or any other compensation or benefits other than as set
forth in this paragraph in the event of such a termination, other
than as required under applicable law.
(b) Termination By The Company
With Cause Or Termination By You. If your employment by the Company is terminated
by the Company with Cause (as defined below), or if you voluntarily
terminate your employment with the Company (other than pursuant to
a Constructive Termination (as defined below)), you shall not be
entitled to any severance pay, severance benefits, or any
compensation or benefits from the Company whatsoever, other than as
required under applicable law.
(c) Termination Following Change
in Control. If your
employment by the Company is terminated by the Company without
Cause (as defined below), or if there is a Constructive Termination
(as defined below), in each case at any time within thirteen
(13) months following the occurrence of a Change in Control
(as defined below), and if you provide the Company with a signed
Release and do not revoke the Release within the applicable
revocation period, if any, the Company shall provide you with the
following severance benefits: (1) a lump sum payment equal to
the sum of (A) twenty-four (24) months of your base
salary plus (B) twenty-four (24) months of your target
annual bonus opportunity, in each case, at the rate in effect
immediately prior to the Change in Control, less applicable
withholdings, to be paid by the Company within five
(5) business days of your Release becoming no longer subject
to revocation by you; (2) provided that you elect to receive
health benefits (e.g., medical and dental) pursuant to COBRA, then
for the period beginning on your date of termination and ending on
the date which is twenty-four (24) full months following your
date of termination (or, if earlier, the date on which you begin
benefit coverage with another employer), the Company shall pay the
costs associated with continuation coverage pursuant to COBRA;
(3) on your date of termination, you shall immediately become
100% vested with respect to all unvested options to purchase the
Company’s capital stock and other equity-based awards that
you then hold and/or any restrictions with respect to all
restricted shares of the Company’s capital stock and other
equity-based awards that you then hold shall immediately lapse, and
you shall be entitled to exercise any such vested options and other
equity-based awards until the expiration date of such options and
other equity-based awards set forth in the stock option or award
agreement(s) pursuant to which they were granted; and (4) for
the period beginning on your date of termination and ending on the
date which is twenty-four (24) full months following your date
of termination (or, if earlier, the date on which you accept
employment wit
