EXHIBIT 10.12
December 26, 1996
Thomas P.H. Twaddell, M.D., F.A.C.G.
600 Duncan Street
San Francisco, CA 94131
Dear Dr. Twaddell:
On behalf of Jenner Technologies (the "Company"), I am pleased to
invite you to join the Company as its Vice President of Clinical Research and
Product Development. In this position, you will be expected to devote your fill
business time, attention and energies to the performance of your duties with the
Company. The effective date of your employment will be on or before January 15,
1997.
The terms of this offer of employment are as follows:
1. Compensation. The Company will pay you a salary of $7,083.33
twice a month in accordance with the Company's standard
payroll policies ($170,000 annual). Your salary will begin as
of the effective date of employment. The first and last
payment by the Company to you will be adjusted, if necessary,
to reflect a commencement or termination date other than the
first or last working day of a pay period.
2. Benefits. You will be entitled during the term of your
employment to the Company's standard vacation and benefits
covering employees, as such may be in effect from time to
time, in addition, when you travel for Company business
matters, the Company will reimburse you for all business class
flights, first class if business class not available.
3. Stock Option. Subject to action by the Company's Board of
Directors and compliance with applicable state and federal
securities laws, the Company will grant to you an option to
purchase 150,000 shares of the Company's Common Stock pursuant
to the Company's 1993 Employee Stock Plan, or other Employee
Stock Plan adopted by the Company (the "Plan"). The exercise
price of the option will be $1.73 per share. The option will
vest over four years with 1/4 of the shares subject to the
option vesting one year from the effective date of your
employment and 1/48 of the shares vesting at the end of each
full month thereafter until all
shares are vested, subject to all provisions of the Plan and
your continued employment with the Company.
4. At-Will Employment. Your employment with the Company is for no
specified period and constitutes "at-will" employment. As a
result, you are free to terminate your employment at any time,
for any reason or for no reason. Similarly, the Company is
free to terminate your employment at any time, for any reason
or for no reason. In the event of termination of your
employment, you will not be entitled to any payments,
benefits, damages, awards or compensation other than as set
forth herein and as may otherwise be available in accordance
with the Company's established employee plans and policies at
the time of termination.
5. Severance. In the event your employment with the Company is
terminated without Cause by the Company, you will be entitled
to continuation of your base salary for a period of six (6)
months. For purposes of this severance provision, "Cause"
means gross negligence, gross misconduct, habitual neglect of
duties, dishonesty, criminal acts, violation of any state or
federal securities laws, and disobeyment of the lawful
policies or instruction of the Board of Directors.
6. Proprietary Information Agreement. As a condition of accepting
this offer of employment, you will be required to complete,
sign and return the Employee Proprietary Information
Agreement, attached hereto, along with a copy of this offer
letter.
7. Immigration Laws. For purposes of federal immigration laws,
you will be required to provide to the Company documentary
evidence of your identity and eligibility for employment in
the United States. Such documentation must be provided within
3 business days of the effective date of your employment, or
your employment relationship with the Company may be
terminated.
8. General. This offer letter, the Employee Proprietary
Information Agreement and the agreement(s) representing stock
options granted to you under the Plan, when signed by you, set
forth in the terms of your employment with the Company and
supersede any and all prior representations and agreements,
whether written or oral. This agreement can only be amended in
a writing signed by you and an officer of the Company. Any
waiver of a right under this agreement must be in writing.
This agreement will be governed by California law.
We look forward to you joining the Company. If the foregoing terms are
agreeable, please indicate your acceptance by signing the enclosed copy of this
letter in the space provided below and returning it to me, along with your
completed and signed Employee Proprietary Information Agreement. This offer will
terminate if not accepted on or before January 15, 1997.
Sincerely,
JENNER TECHNOLOGIES
/s/ ANTHONY E. MAIDA
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Anthony E. Maida, III, MA, MBA
Chief Executive Officer
ACCEPTED:
/s/ Thomas Twaddell
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Thomas P.H. Twaddell, M.D., F.A.C.G.