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EXHIBIT 10.9
NEW ENTERPRISE ASSOCIATES
2490 Sand Hill Road
Menlo Park, California 94025
Tel: 650.854.9499
Fax: 650.854.9397
www.nea.com
November 9,
2004
HIGHLY
CONFIDENTIAL
TO BE READ BY
ADDRESSEE ONLY
Mr. Matthew R.
Patterson
1701 Jackson
Street #709
San Francisco,
CA 94109
Dear Matt:
It has been a
pleasure for all of us to meet and interact with you about
opportunities
with Amicus Therapeutics, and to discuss your role in making it
a formidable
biotechnology company. We are delighted, pending the..outcome
of
reference
checks, to convey this offer to join the company as its
Executive
Vice President
(EVP) Business Operations, and am confident that you will be
an outstanding
and successful leader in the company. We believe Amices'
growth potential
is tremendous and we sincerely and enthusiastically look
forward to
working with you.
As we have
discussed, you will be part of a team that will provide the
leadership and
strategic direction of Amicus. To that end, you will be
employed on an
"at-will" basis and will be responsible for the following;
business
development, human resources, IT and Facilities, intellectual
property,
business planning and strategy, product launch planning and
program
management. As
Amicus succeeds, you will assist in appropriately growing the
company and
delegate various roles to additional executives you help hire.
It is as
exciting time to join Amicus, given the opportunities that the
company is
addressing. In your role, you will report to the CEO. Your
individual
compensation package, as outlined below, includes a variety of
features which
we believe will make your transition easier, both personally
and
professionally. Our overriding interest is to make sure you are
intensely
focused on, and
handsomely rewarded for, the company's success.
THE COMPENSATION
PACKAGE
Your starting
salary will be at an annualized rate of Two Hundred arid Fifty
Thousand Dollars
($250,000), minus customary deductions for federal and state
taxes and the
like, payable on regular company pay days. Your salary level
will be reviewed
annually.
Capital Partners for Entrepreneurs
1119 St. Paul Street
One Freedom Square
Baltimore, Maryland 21202 11951 Freedom
Drive, Suite 1240
Tel: 410.244.0115
Reston, VA 20190
Fax: 410.752.7721
Tel: 703.709.9499
Fax: 703.834.7579
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Mr. Matthew R. Patterson
November 9, 2004
Page 2
throughout your employment with the company during the company's
regular
performance review process.
Once you agree to join Amicus, you will receive a sign-on bonus of
Twenty-Five
Thousand Dollars ($25,000), minus customary deductions for federal
and states
taxes and the like.
In addition, you will be eligible for an annual performance bonus
target of
Fifty Thousand Dollars ($50,000), minus customary deductions for
federal and
states taxes and the like, payable in cash, based on the
achievement of
company-wide and individual performance goals.
You will initially be granted an incentive stock option to purchase
One and One
Half Percent (1.50%) of Amicus' current (B Round) fully diluted
stock or
[724,101] shares, This option will have an exercise price equal to
the current
fair market value of the company's common stock ($0.085) and will
vest in the
following manner over the four (4) year period commencing on your
start date:
(i) Twenty -five Percent (25%) of this grant will vest after twelve
months and
(ii) the balance of the grant will vest ratably over the following
thirty six
(36) months, subject to the terms of the Amicus Therapeutics 2002
Equity
Incentive Plan and a written agreement, which will in
