EXHIBIT 10.13
[PAIN THERAPEUTICS, INC.
LETTERHEAD]
August 29, 2000
Grant L. Schoenhard,
Ph.D.
[address]
Dear Grant:
Barry Sherman and I are very pleased
to offer you the position of Vice President, Preclinical
Development at Pain Therapeutics, Inc. We believe this offer
reflects both the letter and the spirit of previous discussions.
Terms of your offer of employment are outlined below:
1. As Vice President, Preclinical
Development, you will initially report to Barry Sherman, MD,
PTI’s Executive Vice President & Chief Medical
Officer.
2. Your primary responsibilities
will include providing PTI with preclinical and clinical
pharmacology support for PTI’s entire pipeline of products.
This role is crucial to PTI’s regulatory and clinical groups
to assure the timely, successful completion of PTI’s clinical
programs.
3. Your cash compensation will be
$175,000 per year and will be reviewed annually. In addition, PTI
will reimburse you for all reasonable business and travel expenses
actually incurred on behalf of PTI.
4. You will receive an option to buy
50,000 shares of PTI common stock. All options are priced at the
fair market value of PTI’s common stock at the date of grant.
Your option will vest monthly and equally over 48 months, starting
on the start date of your full-time employment by PTI.
5. Your mutually agreed upon start
date is Monday, September 11, 2000.
6. You will be eligible to receive
medical, life insurance, disability or other health, insurance and
other benefits provided to regular full-time PTI.
7. You will be entitled to three
(3) weeks paid vacation at times mutually agreeable to you and
PTI Vacation time is accrued at the rate of 1.25 days per month.
Unused vacation may not be reimbursed or carried forward from year
to year.
8. You acknowledge and agree that in
accordance with California law, your employment at PTI is “at
will”. You understand that PTI or you may terminate your
employment at any time, for any reason or no reason, with or
without cause and with and without notice. PTI also reserves the
right to make personnel decisions regarding your employment,
including but not limited to, promotions, salary adjustment, scope
of responsibilities, transfer and termination consistent with
PTI’s needs.
In the event PTI terminates your
employment without cause after your one year anniversary, PTI will
continue to provide you with your regular base salary and health
benefits until the earlier of a) three months from date of
termination, or b) your date of new employment or other compensated
position elsewhere. You will not receive severance or other
termination benefits or any other benefits (including vesting of
unvested stock) in the event either a) you terminate this
employment arrangement for any reason or no reason, or b) PTI
terminates this employment arrangement for any reason or no reason
in the first 12 months of your full-time employment, or c) PTI
terminates this employment arrangement with cause.
9. You and PTI further agree that
all disputes, claims or causes of action arising out of your
employment or its termination shall be submitted to binding
arbitration before a neutral arbitrator, except where the law
specifically forbids the use of arbitration as a final and binding
remedy.
10. You warrant and represent that you have no
commitments or obligations inconsistent with PTI’s offer of
employment as of the date of your full-time employment with PTI.
You further understand that this is a full-time and exclusive
position in the services of PTI.
11. You agree to sign a CONFIDENTIAL
INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
(attached).
12. This offer expires Thursday,
August 31, 2000 unless signed by you and received by PTI
before then.
Grant, I believe these terms reflect
our discussions. If acce
