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Exhibit 10.1
Altus Pharmaceuticals,
Inc.
May 21, 2008
Georges Gemayel, Ph.D.
[Address]
Dear Georges:
We are pleased to extend to
you an offer to join Altus Pharmaceuticals Inc.
(“Altus” or the “Company”) as President and
Chief Executive Officer and a member of the Board of Directors.
Through the discussions the Board of Directors has had with you
during the interview process, we have been impressed with your
substantial pharmaceutical industry experience, track record of
accomplishments, strong business intellect, and overall leadership
skills. Our impressions have been reinforced by the extremely
positive set of reference calls that we also conducted. We believe
you are well qualified to assume the Chief Executive Officer role
at Altus and have every confidence that you will be successful in
this capacity.
Commensurate with this
position, the Compensation Committee of the Board of Directors
offers you the following exceptional compensation package. The
position provides an initial annualized base salary of $540,000
which will be paid on a biweekly basis. Annually beginning in 2009,
you will be eligible for salary increases at the discretion of the
Compensation Committee. In addition to your base salary, you will
have an opportunity to earn an initial target annual performance
bonus of 50% of your earned salary based on achievement of a series
of personal and Company objectives that the Board of Directors
acting through the Compensation Committee and you will define
annually. For 2008, objectives will be recommended by you for the
Board’s review and approval thirty days after the
Commencement Date (as defined below). The 2008 performance bonus
will be awarded based on achievement against these objectives and
prorated based on the Commencement Date. As part of the
Compensation Committee’s annual executive compensation review
process, the Committee will review the target bonus level and, at
its discretion, may increase the target bonus opportunity
consistent with market practices and Altus’ compensation
philosophy.
The President and Chief
Executive Officer position will provide you with an initial grant
of stock options exercisable for a total of 900,000 shares of Altus
common stock at an exercise price on the closing price of our
common stock price as of your first day of employment. Your stock
options will vest over a four-year schedule so long as you remain
an employee. The first twenty-five percent of your shares will vest
on your anniversary date, and the remaining seventy-five percent
will vest quarterly over the remaining three years. Within
12 months following a Change in Control, in the event you are
terminated without Cause or
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