Exhibit 10.1
| 34175 Ardenwood Blvd |
| Fremont, CA 94555 |
| (510) 745-1700 – Tele |
| (510) 745-0493 – Fax |
| www.ardelyx.com |
April 27, 2020
Susan Rodriguez
Chicago, IL
Dear Susan:
On behalf of Ardelyx (the “Company”), I am pleased to offer you employment in the exempt position of Chief Commercial Officer reporting to the Chief Executive Officer, responsible for Commercial, Business Development and Alliance Management. This letter sets out the terms of Ardelyx’s offer of employment, which is contingent upon the completion of reference checks to Ardelyx’s satisfaction. If you accept this offer, you will be required to execute the Company’s standard form of employee non-disclosure and assignment of inventions agreement. In addition, you and the Company will enter into a Change in Control Severance Agreement that will further define some of the provisions set forth in this offer letter (the “Severance Agreement”).
Your first day of full-time employment with Ardelyx is currently expected to be on or before May 18, 2020. Your full time starting base salary will be $18,333.34 semi-monthly, which is equivalent to $440,000.00 per year, less applicable tax and other withholdings in accordance with the Company’s normal payroll procedure. You will also be eligible to receive an annual bonus of up to forty percent (40%) of your base salary, with the amount of the bonus determined by the Board of Directors based the performance of the Company. Your awarded bonus for 2020 will not be pro-rated.
Following your first day of employment, you will be granted an option to purchase shares of Company common stock under a Company equity incentive plan which stock option shall have an accounting grant date fair value of $1.25M. Your option will be exercisable at a per share exercise price equal to the fair market value of Ardelyx stock on your option grant date. Your option will vest over a period of 4 years, with 25% of the shares vesting at the end of your first year of employment, and the remainder vesting monthly over the following three years and will be subject to the terms and conditions of the Company’s equity incentive plan and standard form of stock option agreement, which you will be required to sign as a condition of receiving the option.
In addition, on your first day of employment, you will be granted a Restricted Stock Unit (RSU). The RSU will be for 20,000 shares of common stock of the Company and will vest in full upon the acceptance for filing by the Food and Drug Administration of a New Drug Application (“NDA”) for tenapanor for the treatment of hyperphosphatemia; provided that if the NDA is not accepted on or before December 31, 2020, the RSU shall be terminated for no consideration. The RSU granted to you will be subject to the terms and conditions of the Company’s equity incentive plan and standard form of full value award, which you will be required to sign as a condition of receiving the RSU. The Company’s standard terms of the full value award requires an automatic sell to cover applicable withholding taxes prior to the settlement of any vested RSU.
