On behalf of
XenoPort, Inc. (the “ Company ”), I am pleased
to invite you to join the Company as Senior Vice President, Chief
Medical Officer. In this position, you will initially report
directly to me. You will be expected to devote all of your business
time, attention and energies to the performance of your duties with
the Company. The effective date (the “ Effective Date
”) of your employment will be July 15, 2008, or as
mutually agreed upon with the Company.
The terms of
this offer of employment are as follows:
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1.
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Compensation . The Company will pay you a
starting salary of $29,166.67 per month (equivalent to $350,000.00
per year), payable in periodic installments on our regular paydays
in accordance with the Company’s standard payroll policies.
Your salary will begin as of the Effective Date of employment. The
first and last payment by the Company to you will be adjusted, if
necessary, to reflect a commencement or termination date other than
the first or last working day of a pay period.
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2.
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Bonuses . The Company will offer you a
sign-on bonus in the amount of $50,000.00 (subject to applicable
payroll taxes) to be payable on the first payroll date following
the Effective Date of your employment. If you voluntarily terminate
your employment prior to the one year anniversary of the Effective
Date, you will return to the Company one hundred percent (100%) of
this bonus.
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3.
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Bonus Plan . You will be entitled to
participate in any bonus plan adopted by the Company for its
employees on such terms as the Company’s Board of Directors
(the “ Board ”) may determine in its discretion,
including the existing XenoPort, Inc. Corporate Bonus Plan. The
target bonus for 2008 at your level is 30%. Under the terms of the
plan, target bonus awards are determined and communicated to
eligible employees annually. For the 2008 bonus year, your bonus
will be based entirely on the performance of the Company against
its corporate goals. Starting in 2009, unless modified by the Board
in connection with the annual compensation review of executives and
pursuant to the terms of the plan, fifty percent of your bonus will
be based on the performance of the Company against its corporate
goals, and 50% of your bonus will be based on your performance
against your individual goals.
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4.
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Benefits . During the term of your
employment, you will be entitled to the Company’s standard
vacation and benefits covering employees, as such may be in effect
from time to time.
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5.
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Moving and Relocation Related
Expenses .
The Company will reimburse you for customary relocation expenses
actually incurred, such expenses not to exceed $175,000.00 (the
“ Relocation Amount ”), including
(i) closing costs associated with purchasing a home in the Bay
Area, (ii) real estate fees incurred in selling your home in
Maryland and (iii) the cost of packing and shipping your
household goods to the Bay Area. Reimbursements for all taxable
expenses will be ‘grossed-up’ to compensate for
applicable taxes.
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If
you voluntarily terminate your employment: (i) prior to the
one-year anniversary of the Effective Date, you will return to the
Company one hundred percent (100%) of any amounts paid as the
Relocation Amount under this Section 5; or (ii) after the
one-year anniversary of the Effective Date but prior to the
two-year anniversary of the Effective Date, you will return to
the
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Company fifty percent (50%) of any
amounts paid as the Relocation Amount under this Section
5.
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6.
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Housing Subsidies
. In accordance with the
Company’s normal payroll practices and subject to the usual,
required withholding:
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a.
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until the earlier to occur of the
sale or rental of your current residence in Maryland or
March 31, 2009, the Company will: (i) pay you the cost of
reasonable temporary housing in the Bay Area; and (ii) pay or
reimburse you for reasonable and customary travel expenses,
including airline transportation (coach class), in connection with
your services while your family continues to reside in Maryland;
and
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b.
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in
connection with your purchase of a new home in the Bay Area, the
Company will negotiate in good faith the terms to pay you
additional housing assistance, which could include either
(i) a cash bonus payment when you finalize a loan with a
third-party bank; (ii) monthly housing cash supplements paid
for up to four years; or (iii) some combination of
(i) and (ii); provided, however, that in no event shall the
housing assistance provided pursuant to this Section 6(b) exceed
$250,000.00 in the aggregate.
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Each of these payments
(collectively, the “ Housing Subsidy ”) will be
subject to your continued service to the Company through the
relevant payment dates. If you voluntarily terminate your
employment: (i) prior to the one-year anniversary of the
Effective Date, you will return to the Company one hundred percent
(100%) of any amounts paid as the Housing Subsidy under this
Section 6; or (ii) after the one-year anniversary of the
Effective Date
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