Exhibit 10.28
[COTHERIX LETTERHEAD]
December 7, 2003
Klara A. Dickinson
3067 Terrace Drive
Aptos, CA 95003
Dear Klara:
CoTherix, Inc. (the
“Company”) is pleased to offer you employment on the
following terms:
1. Position . Your initial
title will be Director, Regulatory Affairs, and you will initially
report to the Company’s President & COO. This is a
full-time position. By signing this letter agreement, you confirm
to the Company that you have no contractual commitments or other
legal obligations that would prohibit you from performing your
duties for the Company.
2. Cash Compensation.
The Company will pay you a starting salary at the rate of
$140,000 per year, payable in accordance with the Company’s
standard payroll schedule. This salary will be subject to
adjustment pursuant to the Company’s employee compensation
policies in effect from time to time. In addition, you will be
eligible to receive the following bonuses:
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a sign-on bonus
of $5,000 payable within 30 days of your start date
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a $25,000 bonus
for completing filing of the Ventavis ® NDA. This bonus is payable within 30 days of the
NDA filing acceptable date.
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Termination with cause or your
resignation within the first 12 months of your employment requires
that you re-pay the sign-on bonus within 30 days of your date of
your termination. The determinations of the Company’s Board
of Directors with respect to your bonus will be final and
binding.
3. Employee Benefits . As a
regular employee of the Company, you will be eligible to
participate in a number of Company-sponsored benefits. In addition,
you will be entitled to paid vacation in accordance with the
Company’s vacation policy, as in effect from time to
time.
Klara Dickinson
December 7, 2003
Page 2
4. Stock Options . Subject to
the approval of the Company’s Board of Directors or it
Compensation Committee, you will be granted an option to purchase
73,505 shares of the Company’s Common Stock (share number
reflects reverse split). The exercise price per share will be equal
to the fair market value per share on the date the option is
granted or on your first day of employment, whichever is later. The
option will be subject to the terms and conditions applicable to
options granted under the Company’s 2000 Stock Plan (the
“Plan”), as described in the Plan and the applicable
Stock Option Agreement. The option will be immediately exercisable,
but the unvested portion of the purchased shares will be subject to
repurchase by the Company at the exercise price in the event that
your service terminates for any reason before you vest in the
shares. You will vest in 25% of the option shares after 12 months
of continuous service, and the balance will vest in equal monthly
installments over the next 36 months of continuous service, as
described in the applicable Stock Option Agreement.
5. Proprietary Information and
Inventions Agreement . Like all Company employees, you will be
required, as a condition of your employment with the Company, to
sign the Company’s standard Proprietary Information and
Inventions Agreement, a copy of which is attached hereto as
Exhibit A .
6. Employment Relationship .
Employment with the Company is for no specific period of time. Your
employment with the Company will be “at will,” meaning
that either you or the Company may terminate your employment at any
time and for any reason, with or without cause. Any contrary
representations that may have been made to you are superseded by
this letter agreement. This is the full and complete agreement
between you and the Com
