Exhibit 10.44
July 29, 2009
Laurence Corash
Re: Employment
Terms
Dear Larry:
This letter agreement (the “
Agreement ”) memorializes your employment terms with
Cerus Corporation (“ Cerus ” or the “
Company ”), including your new position and
compensation terms. These terms became effective as of May 1,
2009 (the “ Effective Date ”). You must sign and
return this Agreement within five (5) business days after
receipt of the final Agreement in order to accept continued
employment with Cerus under the terms provided herein.
P OSITION AND D UTIES
Your position is the full-time
position of Sr. Vice President & Chief Medical and Chief
Scientific Officer. Your primary role will be to provide commercial
support for the INTERCEPT products by cultivating and maintaining
key relationships with outside business partners, investment
community, patient advocacy organizations, scientific and clinical
advisors, and therapeutic thought-leaders, and to represent Cerus
in government relation programs. You will report to Claes Glassell,
President and CEO, and you will work at the Company’s offices
in Concord, California. The Company may change your position,
duties, reporting relationship, hours, and work location from time
to time in its discretion.
C OMPENSATION , B ENEFITS AND E QUITY
You will be paid semi-monthly at the
base salary rate of $10,156.25, which calculates to an annual
salary of $243,750.00 (the quoting of an annual salary is for
illustrative purposes only). The combined annual value of your base
salary and annual stock award (described below) is anticipated to
be approximately $375,000, subject to change as provided herein. As
discussed with you, the Company agrees that the base salary and
stock program (as defined below) will not be modified without your
consent for at least one (1) year from the effective date,
conditioned on your continued employment. Thereafter, the Company
will review your compensation terms for potential modification. We
agree that this guaranteed minimal compensation structure does not
modify your at-will employment status, and both you and the Company
retain the discretion to terminate your employment at any time,
with or without cause, and with or without advance
notice.
In addition, you will receive an annual stock
award if you remain an employee in good standing through the end of
each calendar year; or, if this annual stock award program (the
“ Stock Program ”) is terminated by the Company
mid-year during your continued employment, you will receive a
prorated stock award for the calendar year in which the Stock
Program is terminated (with the proration to be based on the date
that the Stock Program is terminated, in the same manner as the
stock award will be prorated in the event of termination of your
employment). The stock award will be provided to you on or about
the first business day of the following calendar year; or, if the
Stock Program is terminated mid-year, the prorated stock award will
be provided to you within thirty (30) days after termination
of the Stock Program. The number of shares of stock for the award
will be determined by: (1) taking the dollar amount that is
equivalent to 53.85% of the total base salary paid to you for the
applicable “stock award” calendar year (provided that,
for 2009, the dollar amount will be 53.85% of the total base salary
paid to you between the Effective Date and December 31, 2009),
and (2) dividing the resulting number by the average daily
closing price for Cerus stock during the applicable bonus year
(provided that, for 2009, this time period will be from the
Effective Date through December 31, 2009, rather than all of
2009). If your employment terminates for any reason prior to the
end of a calendar year in which the Stock Program remains in effect
(whether such termination of employment is at your request or the
Company’s request), then you will receive a partial stock
award that will be prorated (both in determination of the dollar
amount and the average daily closing price for the Company’s
stock) based on your employment termination date. You will remain
eligible for annual stock awards as described in this paragraph
each calendar year during your continued employment, unless the
Company provides you written notice that this Stock Program is
terminated (or otherwise modified), as determined in the
Company’s sole discretion. Notwithstanding the foregoing
conditions, the Board retains the sole discretion to pay you a cash
award equal to 53.85% of your base salary (to be paid no later than
March 15 of the following calendar year) rather than provide
any stock awards under the Stock Program, or a prorated cash award
that is equal to a prorated portion of your base salary in lieu of
a prorated stock award (if you are otherwise eligible for a
prorated stock award at such time rather than a full stock
award).
In addition, you will continue to
participate in the Company&rs
