Exhibit 10.33
[Company Logo]
February 17, 2000
Jan D. Wallace, M.D.
1663 Bush Street
San Francisco, CA 94109
Dear Jan:
It is with great pleasure that I would like to offer you the position of
Executive Vice President, Clinical Development and Regulatory Affairs, at Titan
Pharmaceuticals, Inc. In this position, you will be responsible for strategic
planning and implementation of all of the Company's Phase I, II and III clinical
trials, as well as regulatory strategy and submissions to various regulatory
agencies worldwide in support of clinical testing and regulatory approval of the
Company's products. As operational head of clinical development and regulatory
affairs for the Company, you will supervise all personnel in these areas, and
your position will report to the President and CEO. This letter will confirm the
terms of your employment with Titan, such employment to begin on March 13, 2000.
If the terms discussed below are acceptable, please sign this letter where
indicated and return it to me, retaining a copy for your records. As used
herein, the term "Company" refers to Titan Pharmaceuticals, Inc.
1. COMPENSATION
(a) SALARY. You will be paid a monthly salary of $24,166.67
less applicable withholdings ($290,000.00 annually) with
a performance bonus of 0-20% based upon company and
individual performance. All reasonable business expenses
will be reimbursed so long as they are incurred in the
ordinary course of business. You will be entitled to
annual increases in your salary in accordance with
Company policies at such time. If any profit sharing plan
is implemented for employees, you will be appropriately
included in such plan.
(b) STOCK OPTIONS. You will receive stock options to acquire
230,000 shares of Titan's Common Stock under the 1998
Stock Option Plan, subject to approval by the Board of
Directors. All options granted will vest monthly,
commencing on your first date of employment over a four
(4) year period, at a rate of twenty-five percent (25%)
per year, subject to a requirement of at least 12 months
of employment for vesting any options. The option price
will be the closing price per share on your employment
date. In the event of sale of transfer of substantially
all of the assets of Titan, your options will
automatically
accelerate immediately prior to such event such that 100%
of the option shares will be exercisable.
(c) HEALTH BENEFITS. Health insurance coverage for you and
your family will be provided under the Company's group
health plan. You will be entitled to all health and
medical benefits as are provided to other employees. In
addition, you will be entitled to participate in the
Company's 401(k) plan and all other sponsored employee
benefit plans as they are adopted by Titan.
(d) VACATION, HOLIDAYS AND SICK LEAVE. You will receive
three (3) weeks of paid vacation per year. Sick leave and
holidays will be provided in accordance with the
Company's established policies.
2. TERMINATION. You or the Company may terminate the employment
relationship at any time, for any reason, with or without good
cause. However, if the Company terminates your employment
without good cause, the Company will continue to pay your
monthly salary on a regular bi-monthly basis for six (6)
months from the date of termination, less all applicable
withholdings, provided, however, that the employment salary
received during this six-month period shall be subject to
offset any other employment salary received during this
period. For purposes of this Agreement, "good cause" means
gross misconduct, wrongful acts or omissions that may
materially adversely affect the Company's business, neglect of
duties, breach of any material terms or conditions of the
Agreement or the Company's Proprietary Information Agreement,
death, or any disability that renders you incapable of
diligently performing all of your essential duties and
obligations to the Company for any period of three (3)
consecutive months or four (4) months in any twelve (12) month
period.
3. NON-COMPETE AND OUTSIDE ACTIVITIES. You agree that, while
serving as an employee of the Company, you will not engage in
any activity which is competitive with the Company and you
will give sole and only loyalty to the Company. It is
understood that buying and selling of securities of any public
company does not constitute a violation of this agreement.
4. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Your
acceptance of this offer is contingent upon the execution of
the Company's Proprietary Information and Inventions
Agreement, copies of which are enclosed for your review and
execution.
5. ARBITRATION. Any controversy between the parties hereto
involving the construction or application of terms, covenants
or conditions of this Agreement, or any claims arising out of
or relating to this Agreement or
the breach thereof or with your employment of with the Company
or any termination of that employment, except with respect to
prejudgment remedies, will be submitted to and settled by
final and binding arbitration in San Francisco, California, in
accordance with the Model Employment Dispute Resolution Rules
of the American Arbitration Association (the "Rules") then in
effect, any arbitrator shall be selected pursuant to such
Rules and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof.
To accept this offer, please sign in the space below, indicating your acceptance
and agreement to the terms contained herein and return a signed copy to my
attention by February 25, 2000. No amendment or modification of the terms of
this letter will be valid unless made in writing and signed by you and an
authorized officer of the Company.
Jan, on a personal note, I have enjoyed meeting you and look forward to working
with you at Titan.
Sincerely,
/s/ LOUIS R. BUCALO
- ------------------------------------
Louis R. Bucalo, M.D.
Chairman, CEO and President
Accepted by:
/s/ JAN D. WALLACE
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Jan D. Wallace, M.D.
February 25, 2000
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Date