Exhibit 99.1
TRANSITION
AGREEMENT
1.
Glen Sato
(“Employee”) is currently employed by Protein Design
Labs, Inc. (the “Company”) as its Chief Financial
Officer (“CFO”). Employee has determined to leave
the Company and Employee and Company desire to provide for an
orderly transition as set out in this Transition Agreement (the
“Agreement”).
(a)
Employee will
continue in the capacity of Chief Financial Officer until filing of
the 10Q for the quarter ended September 30, 2005 at which date
his resignation, as CFO will take effect (the “Resignation
Date”). Employee will continue to be employed by
the Company from the Resignation Date until and including
January 1, 2006 (the “Termination Date”),
reporting to the Chief Accounting Officer and with responsibility
as an individual contributor for the tasks described in Paragraph
2. Employee’s employment will be subject to the
terms and conditions described below.
(b)
Company and
Employee also agree that Employee and Company shall enter into a
consulting agreement for the period January 2, 2006 through
and including March 1, 2006, during which period:
(i) Employee shall be a consultant to the Company and be paid
the same rate of compensation as the Employee’s current base
salary rate, payable monthly in arrears, plus any reasonable and
documented expenses, (ii) Employee shall provide such
assistance, as a consultant as may reasonably be required to assist
in an orderly transition of responsibilities to other PDL
employees, including assistance with respect to the 2005 fiscal
year close and (iii) except as otherwise provided herein,
employee shall not be entitled to benefits during the consulting
period. These provisions shall be effective and binding
whether or not a formal consulting agreement is entered
into.
2.
This Agreement
will become effective on the eighth day after it is signed by
Employee (the “Effective Date”), at which time the
Company will provide Employee with the following:
(a)
During the period
between the Effective Date and the Resignation Date, Employee will
continue to perform his duties as the Company’s CFO on a
regular, full-time basis;
(b)
As of the
Resignation Date, Employee hereby resigns as the Company’s
CFO and hereby submits his resignation as CFO and from all other
offices he may hold with the Company or any subsidiary thereof
effective as of such date;
(c)
The Company will
continue to compensate Employee during the period ending on the
Termination Date in an amount equivalent to Employee’s
current base salary rate, less applicable withholding, payable in
accordance with the Company’s standard payroll procedures,
however in light of Employee’s resignation, Employee will not
be entitled to any bonus accrual during such period.
Employee shall continue to be eligible for all standard employee
benefits (e.g., medical, dental, life, expense reimbursement and
ESPP) through the Termination Date, (iii) Employee’s
options shall continue to vest through the Termination Date, and as
of the Termination Date, and on or before January 1, 2005 such
options shall be
accelerated for two months
of vesting (i.e., through March 1, 2006), and thereafter will
remain exercisable based on a termination of service date of
March 1, 2006; and
(d)
During the period
following the Resignation Date until the Termination Date, Employee
agrees that he will be available as required by the Company to
assist in an orderly transition of his duties as well as may be
required with respect to the matters described in a memo prepared
by Employee and delivered to the CEO as of the date of this
Agreement. During such period, Employee will remain as an employee
of the Company but will not be required to be present on site and
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