Exhibit 10.29
[ON COTHERIX, INC.
LETTERHEAD]
Delivered via Federal Express and
Email
February 24, 2006
Abhay Joshi, Ph.D.
8 Twin Branch
Irvine, CA 92620
(714) 544-0729
Dear Abhay:
CoTherix, Inc. (the “
Company ”) is pleased to offer you employment on the
following terms:
1. Position
. Your initial title will be
Executive Vice President and Chief Technical Officer , and
you will initially report to Donald Santel, Chief Executive
Officer. This is a full-time exempt 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
. Subject to adjustment
pursuant to the Company’s employment compensation policies as
in effect and revised from time to time:
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You will be
paid at an annualized rate of $275,000 per year, payable in
accordance with the Company’s standard payroll schedule,
which is currently semi-monthly.
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In addition,
you would be eligible to participate in the Company’s bonus
program. As currently structured, the bonus program would
provide that your target bonus level would be up to thirty-five
percent (35%) of your salary earned in 2006 subject to
your continued eligibility to participate in the program. The
bonus, if any, would be subject to objective and subjective
criteria established by the Company, including Company and
individual performance. The bonus, if any, for any calendar year
would be paid after the Company’s books for that year have
been closed and would be paid only if you are employed by the
Company at the time of payment.
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Page 1 of 7
Abhay Joshi
February 24, 2006
3. Additional
Bonuses.
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You will be
eligible to receive a $40,000 sign-on bonus (
“Sign-On Bonus” ) payable within 30 days of your
first date of full-time employment with the Company (“
Employment Commencement Date ”).
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In addition,
you would be eligible to receive a one-time bonus for [* * *]
(“[* * *] Bonus ”). If the [* * *] is on or
before [* * *], the amount of the [* * *] will be $50,000. If the
[* * *] is on or after [* * *] but no later than [* * *], the
amount of the
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[* * *] will be
$25,000. No [* * *] would be payable if the [* * *] is later than
[* * *]. The [* * *], if any, would be paid within thirty
(30) days of the [* * *], only if you are employed by the
Company at the time of payment.
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4. Expenses Related to Relocating
to the San Francisco Bay Area . You agree that you will permanently move to
the San Francisco Bay Area within six (6) months following
your Employment Commencement Date. In order to assist you in your
relocation, the Company will do the following:
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Pay up to
$4,000 per month to rent temporary housing for you in the
San Francisco Bay Area, which housing shall be identified and
selected by you, for up to eight (8) months after your
Employment Commencement Date (“ Rental Expense
”). During your first month of employment, the Company will
also reimburse rental car expenses as part of the $4,000 per month
Rental Expense. The Company will pay the temporary housing Rental
Expense on a monthly basis to your landlord as provided in your
rental agreement, a copy of which you agree to provide to the
Company. If prior to the end of the eight-month period (a) you
complete the sale of your home in Irvine, California, (b) you
purchase a home in the San Francisco Bay Area, or (c) your
employment with the Company ends for any or no reason, the
Company’s obligation to pay the Rental Expense shall
terminate and, at the Company’s option, shall be pro-rated
for the applicable month.
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Reimburse you
for reasonable travel expenses for up to six (6) months after
your Employment Commencement date for visits between you and your
family between the San Francisco Bay Area and Irvine consistent
with the Company’s travel policy or as otherwise pre-approved
(“ Travel Expenses ”).
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Reimburse you
or pay on your behalf up to $30,000 for the move and
temporary storage of your household items from Irvine to the San
Francisco Bay Area (“ Moving Expenses ”). The
Company will, at your option, either (i) reimburse you, in
accordance with the Company’s reimbursement policy and
systems, for amounts paid to a licensed moving company, or
(ii) pay the Moving Expenses directly to a licensed moving
company within thirty (30) days after being invoiced for
services performed, or on such other terms as may be agreed between
the Company and the licensed moving company.
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Page 2 of 7
Confidential treatment has been requested as to
certain portions of this agreement. Such omitted confidential
information has been designated by asterisks and has been filed
separately with the Securities and Exchange Commission.
Abhay Joshi
February 24, 2006
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Reimburse to
you an after-tax amount not to exceed $110,000 in the
aggregate for your documented real estate commission paid by you to
a broker and other seller-based closing costs for the sale of your
home in Irvine occurring within twelve (12) months after your
Employment Commencement Date and your documented closing expenses,
related to your purchase of a home in the San Francisco Bay Area
occurring within twelve (12) months after your Employment
Commencement Date (“ Real Estate Reimbursement
”). The Company will reimburse you for amounts pursuant to
the Real Estate Reimbursement in accordance with the
Company’s reimbursement policy and systems.
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5. Bonus & Relocation
Repayment. In the event
that you resign from employment with the Company for any reason or
are terminated by the Company for Cause (as defined in this
Section) within eighteen (18) months after your Employment
Commencement Date, you agree that you will repay to the Company all
amounts paid to you or on your behalf (“ Repayment
Amount ”) pursuant to Sections 3 and 4, including any
applicable Sign-On Bonus, [* * *] Bonus, Rental Expense, Travel
Expenses, Moving Expenses, and Real Estate Reimbursement. However,
if you are subject to an Involuntary Termination (as defined in
this Section) that occurs within twelve (12) months after a
Change in Control (as defined in this Section) and within eighteen
(18) months after your Employment Commencement Date, you would
not be required to repay to the Company the Repayment Amount. Any
Repayment Amount must be paid within thirty (30) days after
your last date of employment with the Company. You agree that the
Company may make any deduction necessary from your last paycheck(s)
to satisfy these repayment obligations to the Company and you
hereby (a) consent to any such deduction and any other action
that may be taken by the Company and as permitted by law, and
(b) agree that you will sign any additional agreement or
document that the Company deems necessary with respect to making
this deduction or otherwise enforcing its right to receive the
Repayment Amount.
For all purposes under this letter
agreement (except as otherwise specified), the following terms as
used in this Section 5 shall have the meanings ascribed to
them below:
“ Involuntary
Termination ” means either (a) involuntary discharge
by the Company for reasons other than Cause (as defined below) or
(b) voluntary resignation following (i) a change in your
position with the Company that materially reduces your level of
authority or responsibility, (ii) a reduction in
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