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[MITOKOR LETTERHEAD] Exhibit 10.12
March 15, 2001
Mr. Ron Deane
5205 Fiore Terrace #B-214
San Diego, CA 92122
Dear Ron,
I am very pleased that you have accepted our offer to join MitoKor on a
regular, full time basis in the position of Chief Business Officer reporting
directly to me. Your contributions as an advisor to MitoKor over the past
several months have been very beneficial and I look forward to working with
you in this new capacity.
This letter will outline your employment arrangement with MitoKor for the
next nine to twelve months. At the end of that period, we will mutually
determine whether an extension of your time with MitoKor is appropriate. Your
hire date will be March 1, 2001. Further details of this offer are as follows:
Base Salary: You will be paid an annualized rate of $175,000 USD, in
accordance with MitoKor's standard payroll cycle, which is
currently semi-monthly.
Performance Bonus: In addition to your base salary, you will be eligible to
participate in the discretionary MitoKor Executive Bonus
Plan. Under this plan you will be eligible for a cash
bonus of up to 30% of your base salary, based upon the
achievement of corporate and individual milestones. This
bonus is typically calculated and paid after the end of
each calendar year and is subject to the approval of
MitoKor's Board of Directors.
Stock Options: You have recently been granted an additional 20,000
MitoKor stock options in anticipation of your acceptance
of this offer of employment. This new grant gives you a
total of 40,000 stock options. These stock option grants
have been approved by the MitoKor Board of Directors and
are subject to the vesting schedule and terms and
conditions outlined in the MitoKor Employee Stock Option
Plan ("the Plan"). You will be asked to sign a formal
grant letter, which will be issued to you shortly.
Mr. Ron Deane
March 15, 2001
Page 2
Benefits: As an employee of MitoKor you will be eligible for
comprehensive health insurance benefits for yourself and
your eligible dependents, effective on April 1, 2001. In
addition, you will be eligible for other basic group
benefits effective on your hire date. These basic benefits
include dental insurance and vision care insurance. You
will also be eligible for term life insurance and
long-term and short-term disability insurance, effective
on your hire date.
You will not be charged for your insurance coverage,
however, if you choose to cover your dependents, you will
be asked to contribute a portion of the cost of their
coverage. The cost of dependent coverage will vary based
upon the number of dependents covered and plan selection.
Any premiums you pay, however, will be paid pre-tax. Full
details of group benefits will be provided once you are on
board.
Additional benefits for which you will be eligible
include: accrued Paid Time Off equal to twenty days per
year; ten paid holidays per calendar year; and
participation in the MitoKor Flexible Spending Plan which
allows you to defer some of your earnings pre-tax, into a
spending account to be used for payment of non-reimbursed
medical and/or child care expenses.
Travel to Australia: I anticipate that you will occasionally travel to
Australia on MitoKor or Mimotopes business. As always,
the Company will pay your business travel expenses. I
also anticipate that Marcia will travel to Australia on
occasion. If this is the case, MitoKor will provide Marcia
with one coach class, round trip ticket per quarter. At
the end of your assignment with MitoKor, both you and
Marcia will be provided airline tickets for your return
trip to Australia. Reservations for all travel should be
made as far in advance as possible in order to obtain the
best airfare.
Housing and
Relocation: MitoKor will continue to pay the rent on your current
apartment until April 30, 2001. In order to avoid the
disruption caused by moving to another location, you will
remain in the same apartment, however, as of May 1, 2001
you will be responsible for payment of rent in the amount
of $2,250.00 per month. This payment will be made directly
to MitoKor on the first day of each month and will
continue through the earlier of your return to Australia
or February 28, 2002. In addition although your apartment
is fully furnished, there may be some personal items that
you would like to have moved from Australia. MitoKor will
cover the expenses incurred in
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Mr. Ron Deane
March 15, 2001
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such a move both to the United States, and back to
Australia at the end of your assignment. In order to
assist you in this transition to the San Diego area,
MitoKor will provide assistance through a company called
Relocation Coordinates.
Through Relocation Coordinates, your assigned relocation
counselor will provide you and Marcia with an orientation
to the San Diego area, assistance in searching for an
apartment, and assistance in obtaining a social security
card and driver's license. They will also coordinate the
move of your personal items from Australia to San Diego.
Automobile: MitoKor will continue to make lease payments on the
automobile you are currently driving through April 30,
2001. As of May 1, 2001, you will be responsible for
payment of all automobile expenses.
MitoKor is an at-will employer and as such your employment must be entered
into voluntarily and for no specified period. As a result, you are free to
resign or the company may terminate your employment at any time, for any
reason, with or without cause. No one other than the CEO has the authority to
alter this employment relationship, either verbally or in writing and the CEO
can only alter this relationship in writing, signed by you and the CEO.
As an employee of MitoKor, you will be required to sign MitoKor's Employee
Agreement Regarding Confidentiality and Inventions ("Agreement"). If you
accept this offer, the terms described in this letter and in the
aforementioned Agreement shall be the terms of your employment, provided,
however, that your duties are performed in accordance with all standards and
policies adopted by the company. Your duties may change from time to time
upon reasonable notice, depending upon the needs of the company and your
skills. This letter supersedes any prior agreements, representations or
promises of any kind, express or implied, concerning your employment and it
constitutes the full and complete agreement between you and the Company.
Ron, we are very pleased to have you on the MitoKor team. We are confident
that you have much to contribute to the success of MitoKor. The strength of
our technology, the quality and experience of our personnel and your presence
will facilitate this success.
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Mr. Ron Deane
March 15, 2001
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If the terms described herein are acceptable to you, please acknowledge your
acceptance by signing below on both copies and return one original to me.
Please keep one copy for your records.
Sincerely,
/s/ Walter H. Moos
Walter H. Moos, Ph.D.
Chairman and CEO
Accepted:
/s/ Ron Deane 03/15/01
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Ron Deane Date