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Exhibit
10.25
April 1, 2008
VIA EMAIL AND EXPRESS
DELIVERY
John E. Murphy
[Address]
Dear John:
On behalf of Pharsight Corporation
(“Pharsight” or the “Company”), I am
pleased to offer you the position of Senior Vice President,
Consulting Services, reporting directly to me, with a start date of
April 28, 2008 or as otherwise mutually agreed.
We understand that you will be working
remotely from your home office in Atlanta, GA.
We are confident that you will make an
outstanding addition to our team. There are many professional and
technical challenges and the Company is still small enough and
growing rapidly enough to provide ample opportunity for
professional development and an increasing role in the leadership
of the Company. Pharsight also offers you the opportunity to
participate in the company’s growth, on both a financial and
intellectual basis.
Base Salary and Bonus
Potential
Your annual salary will be $260,000
($21,666.66 per month), paid on a semi-monthly basis. In addition,
you will be eligible to participate in Pharsight’s Management
Incentive Bonus Program for its Executive Officers. This plan
offers you the opportunity to earn a target bonus amount up to 35%
of your base salary. Both your base salary and any potential bonus
payouts are subject to standard payroll deductions and required
withholdings. The Company’s Compensation Committee will
determine at its sole discretion whether you have earned an annual
bonus, and the amount of any earned annual bonus.
The Company may modify your compensation
from time to time as it deems necessary.
Employee Benefits
You will be eligible for
Pharsight’s standard U.S. employee benefits programs,
including health, dental, life and disability insurance and 401(k)
plan.
Stock Options
In addition, I will recommend to the
Board that you be granted an option to purchase eighty-five
thousand (85,000) shares of Pharsight common stock with an
exercise price equal to the fair market value of such shares in
accordance with the terms of the Company’s 2000 Equity
Incentive Plan. Such options will vest over a four (4) year
period as follows: 25% will vest on the first anniversary date of
grant and the remainder will vest in equal monthly installments
thereafter until fully vested (“Vesting Schedule”).
However, upon a Change of Control (as defined in the
Company’s 2000 Equity Incentive Plan), the Vesting Schedule
will accelerate by one (1) year (“Accelerated
Vesting”). Accelerated Vesting will immediately vest upon a
Change of Control, the number of options equal to the amount, which
would have vested one year from the occurrence of such event.
Accelerated Vesting described herein will supplement, but not
supersede section 12(c) of the Company’s 2000 Equity
Incentive Plan as amended and restated.
John E. Murphy
April 1, 2008
Page 2 of 4
Confidential Information and
Inventions Assignment Agreement; Company Policies and
Procedures
As a condition of employment, you will
be expected to abide by company rules and regulations, which are,
included in the Company’s Employee Handbook or notices set
forth by Human Resources department. In addition, you will be
required to sign the attached Confidential Information and
Inventions Assignment Agreement (“CIIA”). Due to the
sensitive nature of the customer and proprietary information we
possess and the competitive nature of our industry, the CIIA
requires you, in part, to adhere to strict confidentiality
provisions and non-solicitation of its employees.
In order to comply with Federal labor
law requirements (IRCA), you will be required to provide the
Company documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of
hire, or our employment relationship with you may be
terminated.
In addition, you will continue to be
required to abide by the Company’s polic
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