<PAGE>
Exhibit 10.19
September 29, 2003
Gary Onn
Dear Gary:
24420 SE 4th Court
Issaquah, WA 98029
This
letter ("Agreement") sets forth terms and conditions which will
apply
to your performance of services for QuatRx Pharmaceuticals Company
("QuatRx"),
which will commence November 1, 2003. You and QuatRx acknowledge as
follows:
I.
POSITION AND RESPONSIBILITIES. YOU will serve in the capacity of
Chief
Financial Officer and report to Dr. Robert L. Zerbe, President and
CEO.
You
will also work in cooperation with other QuatRx officers and
employees.
You will perform and discharge such other reasonable
responsibilities and duties
as may be assigned to you. You will perform your duties to the best
of your
ability during your employment. You will devote your full working
time,
attention and energies to, and use your best efforts, ability and
fidelity in
the performance of, your duties and obligations.
2.
COMPENSATION AND BENEFITS.
(a)
Salary. You will be paid a salary at the rate of $175,000 per
year
during the continuance of your employment or such other salary as
may
subsequently be agreed to by you and QuatRx, acting through its
Board of
Directors. Salary will be paid monthly in arrears. Your salary will
he reviewed
and subject to change at least annually.
(h)
Benefits. You will receive such benefits, including without
limitation
bonus, retirement/401(k). health insurance and vacation, as are
similar to the
range of benefits afforded to other employees of QuatRx at similar
levels of
responsibility and which are approved by QuatRx. (c) Business
Expenses. Upon
submission of proper documentation and in accordance with the
standard written
policies of QuatRx, you will be reimbursed for all ordinary and
necessary
business expenses or business related entertainment expenses
incurred in
connection with the performance of the services to be provided by
you under this
Agreement.
(d)
Relocation Allowance. You will be provided a net expense allowance
of
$25,000, payable in cash and without withholding upon your joining
the Company,
to use in your discretion for expenses you incur in connection with
your
relocation and travel between the Company's offices and your
current residence,
including without limitation air travel for you and your family,
lodging and
other travel expenses, moving costs, establishment of a second
residence and
related fees and expenses, and other costs that you incur that are
reasonably
related to your relocation and the establishment and maintenance of
a second
residence. The
<PAGE>
amount of the allowance payment will he grossed up so that the net
amount
realized by you after taxes is $25,000.
(e)
Realtor Allowance. You will be reimbursed up to $35,000, before
gross-up for income and employment related taxes, for commissions
actually paid
by you to real estate sales agents in connection with the sale of
your current
principal residence occurring while you are employed by the
Company.
Reimbursement will be grossed-up for applicable federal, state and
municipal
income, withholding, social security and other taxes on amounts
paid you which
are not deductible by you on personal tax returns and will be made
at the time
commissions becom
