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Exhibit 10.19
Novacea
601 Gateway Blvd., Suite
800
So. San Francisco, CA
94080
650.228.1800
January 28, 2004
Mr. Edward Albini
Dear Ed:
I am pleased to offer you the position of Vice
President and Chief Financial Officer for Novacea effective on or
before March 1, 2004, reporting to me. In this role you will
be responsible for Finance, IT and Facilities. As we are a small
company, you will also likely be asked to assist in other matters
to which you can lend your expertise.
Your base compensation will be $225,000 per
year. Your annual bonus opportunity will be up to 20% based upon
company performance and individual performance objectives to be
mutually agreed upon. Subject to the approval of the Board of
Directors, you will be issued an option to purchase up to 350,000
shares of the Common Stock of the Company with vesting over four
years: 25% at the end of 12 months and then monthly thereafter. A
copy of the Incentive Stock Option Agreement and the
Company’s standard form of Optionee Restriction Agreement
will be provided after approval by the Board.
You will be entitled to fifteen (1
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