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EXHIBIT 10.30
[LETTERHEAD OF VERTEX PHARMACEUTICALS INCORPORATED]
February 21, 2002
VIA E-MAIL
ORIGINAL TO FOLLOW VIA OVERNIGHT MAIL
N. Anthony Coles, M.D.
151 Highland Terrace
Princeton, NJ 08540
Dear Tony:
On behalf of Vertex Pharmaceuticals Incorporated and myself, I am pleased to
extend an offer to you for a position with Vertex on the following specified
terms:
- - JOB TITLE: Senior Vice President, Commercial Operations-Pharmaceutical
Products, reporting to Vicki Sato, President.
- - DUTIES: As requested by the President, but generally would include the
following items:
- Lead new product marketing; recruit for and supervise the clinical
liaison field force; within 2-3 years of commencement of employment,
build and oversee a sales force; lead product in-licensing initiatives.
- Provide commercial analyses and recommendations with respect to new
projects, pipeline products, and in and out licensing of drugs; design
and execute product launches on behalf of the Company and in
conjunction with Company partners; formulate a strategic marketing
vision with a 3-5 year time horizon for marketing Company products;
generally, provide on-going assistance, efforts and guidance in your
areas of expertise, as directed by the Company from time to time.
- Participate in the review of research and technology collaborations and
the approval process for drug candidate selections and new project
initiatives.
- As a member of the Company's senior executive team, participate in
strategic planning and operations of the Company and its subsidiaries.
- - COMPENSATION: You will receive a biweekly salary of $12,500 (annualized
salary of $325,000).
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- - BONUS PROGRAM: You will participate in the bonus program applicable to the
Company's senior executives, in accordance with its terms as modified from
time to time by the Board in its sole discretion. Under the current bonus
program, participants are eligible to receive a bonus of up to twenty (20%)
percent of their annualized salary. Awards under the bonus program are
granted at the discretion of the Board of Directors.
- - SIGN-ON BONUS: You will receive a sign-on bonus in the amount of Fifty-Five
Thousand ($55,000) Dollars, payable on the first regular payroll date
following commencement of employment. In the event you voluntarily
terminate your employment or if your employment is terminated by the
Company for Cause during the twelve-month period following the commencement
of your employment, you will be required to repay the sign-on bonus to the
Company within twelve (12) months of your employment termination.
Termination of employment for Good Reason (as defined below), or death or
as a result of a Change of Control (as defined below) shall be deemed an
involuntary termination.
- - ONE-TIME FORGIVABLE LOAN: Upon execution of a promissory note, the Company
will make you an interest-free loan in the principal amount of Two Hundred
and Fifty Thousand ($250,000) Dollars, to be advanced in two installments.
The first installment, in the amount of One Hundred and Twenty Five
Thousand ($125,000) Dollars, will be advanced on the first regular payroll
date following commencement of your employment; the second installment, in
the amount of One Hundred and Twenty Five Thousand ($125,000) Dollars, will
be advanced on the first regular payroll date following the first
anniversary date of your employment. The loan term will be four (4) years
from the date of issuance of the promissory note (the "Loan Term").
The principal amount on the first advance under the promissory note will be
forgiven by the Company during the Loan Term on a monthly basis, at the
rate of $2,604.17 at the end of each of the forty eight (48) months
following the commencement of the Loan Term. The principal amount on the
second advance under the promissory note will be forgiven by the Company
during the Loan Term on a monthly basis, at the rate of $3,472.22 at the
end of each of the thirty six (36) months following receipt of the second
advance.
In the event your employment terminates for any reason (other than due to a
Change of Control) prior to expiration of the Loan Term, the principal not
forgiven by the Company as of your date of termination will be payable to
the Company within twelve (12) months of such termination.
- - RELOCATION REIMBURSEMENT: You will be promptly reimbursed for out-of-pocket
expenses reasonably and necessarily incurred by you from the commencement
date of your employment through August 31, 2002 in connection with the
following items:
- Temporary housing for you in the greater Boston metropolitan area
reasonably acceptable to you and the Company, pending a permanent move
to Boston.
- Coach airfare associated with commuting to and from your current home
in New Jersey from time to time, but no more than one round-trip a
week.
- One-time moving and transportation costs associated with the relocation
of your household goods (the "Relocation Costs") to the Boston
metropolitan area. The
Offer Letter - N. Anthony Coles, M.D.
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Company will continue to make Relocation Costs reimbursement available
after August 31, 2002 in the event you are engaged beyond that time in
actual and substantial efforts to relocate your household to the Boston
metropolitan area (where, for example, the closing of your Boston home
is delayed by the seller beyond August 31, 2002).
All reimbursement amounts will be "grossed up" to provide you with the
expense benefit on a post-tax basis.
In the event you voluntarily terminate your employment or if your
employment is terminated by the Company for Cause during the twelve-month
period following the commencement of your employment, you will be required
to repay the aggregate relocation benefit provided to you by the Company
within twelve (12) months of termination. Termination of employment for
Good Reason (as defined below), or death or as a result of a Change of
Control (as defined below) shall be deemed an involuntary termination.
- - EQUITY: As an important part of this offer, we will grant to you a stock
option under our existing stock option plan to purchase 100,000 shares of
the Company's common stock at a price equal to the average market price of
the Company's shares on the first business day on which your employment
commences. The stock option shall be an incentive stock option to the
fullest extent permitted by law. This stock option allows you to benefit
directly from any increase in the market value of the Company, which we
believe will be due to your hard work and that of our other dedicated
employees. This option will vest over five (5) years and have a total term
of ten (10) years, so long as you remain with Vertex.
- - EMPLOYEE BENEFITS: We currently offer a comprehensive range of employee
benefits including major medical and dental coverage, three weeks vacation,
401(k) plan with a matching Company contribution, long term disability, and
Company paid life insurance. Enclosed is a summary description of all of
the benefits offered by the Company at present. We may advise you to
undergo a baseline medical surveillance exam, at our expense, for the
purpose of occupational health screening. In the event your employment
terminates for any reason, you will be paid for all accrued, but unused
vacation and all accrued, but unpaid wages on your termination date.
In addition, the Company will promptly reimburse you for all business
expenses reasonably incurred in connection with your employment, providing
you provide receipts for or other proof of the expenses, and your claim for
reimbursement is otherwise in accordance with general Company policy.
- - SEVERANCE PAYMENT UPON TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY YOU
FOR GOOD REASON: If your employment is terminated by the Company without
Cause or by you for Good Reason, then you will receive the following:
- The Company shall continue paying your then-current salary for a period
of twelve (12) months, or the Company may elect to pay you a lump sum
representing the total value of the forgoing.
- At the Company's expense, you will continue participating, as if you
were still an employee, in the Company's standard health, dental and
life insurance plans for a period of eighteen (18) months, or the
Company may elect to pay you a lump sum representing the total value of
the forgoing.
Offer Letter - N. Anthony Coles, M.D.
Page 3 of 6
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- All exercisable stock options held by you as of the date of the
termination shall remain exercisable until the earlier of (i) the end
of the 90-day period following the date of the termination, or (ii) the
date the stock option would otherwise expire. For purposes of the
foregoing, all unexercisable stock options held by you as of the date
of termination shall be deemed to have been held by you for an
additional 18-months, for purposes of calculating the number of options
which are exercisable on your termination date.
- - SEVERANCE PAYMENT UPON CHANGE OF CONTROL: If your employment is terminated
by the Company without Cause within ninety (90) days prior to a Change of
Control or within twelve (12) months after a Change of Control, or if you,
of your own initiative, terminate your employment within ninety (90) days
prior to a Change of Control or within twelve (12) months after a Change of
Control for Good Reason, then you will receive the following:
- The Company shall continue paying your then-current salary for a period
of twelve (12) months, or the Company may elect to pay you a lump sum
representing the total value of the forgoing.
- At the Company's expense, you will continue participating, as if you
were still an employee, in the Company's standard health, dental and
life insurance plans for a period of eighteen (18) months, or the
Company may elect to pay you a lump sum representing the total value of
the forgoing.
- All exercisable stock options held by you as of the date of the
termination shall remain exercisable until the earlier of (i) the end
of the 90-day period following the date of the termination, or (ii) the
date the stock option would otherwise expire. For purposes of the
foregoing, all unexercisable stock options held by you as of the date
of termination shall be deemed to have been held by you for an
additional 18-months, for purposes of calculating the number of options
which are exercisable on your termination date.
For purposes of this offer, "Change of Control" shall mean:
(i) any "person" or "group" as such terms are used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934 (the "Act"), becomes
a beneficial owner, as such term is used in Rule 13d-3 promulgated
under the Act, of securities of the Company representing more than
50% of the combined voting power of the outstanding securities of
the Company, as the case may be, having the right to vote in the
election of directors; or
(ii) all or substantially all the business or assets of the Company are
sold or disposed of, or the Company or a subsidiary of the Company
combines with another company pursuant to a merger, consolidation,
or other similar transaction, other than (1) a transaction solely
for the purpose of reincorporating the Company in a different
jurisdiction or recapitalizing or reclassifying the Company's stock,
or (2) a merger or consolidation in which the shareholders of the
Company immediately prior to such merger or consolidation continue
to own at least a majority of the outstanding voting securities of
the Company or the surviving entity immediately after the merger or
consolidation;
and "Good Reason" shall mean:
- you are assigned to material duties or responsibilities that are
inconsistent, in any significant respect, with the scope of duties and
responsibilities associated with your
Offer Letter - N. Anthony Coles, M.D.
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position and office immediately prior to the assignment and/or Change
of Control, PROVIDED that such reassignment of duties or
responsibilities is not for Cause, or due to your disability, and is
not at your request;
- you suffer a material reduction in the authorities, or duties, or job
title and responsibilities associated with your position and office
immediately prior to the reduction and/or Change of Control on the
basis of which you make a good faith determination that you can no
longer carry out your position or office in the manner contemplated
before the reduction, PROVIDED that such reassignment of duties or
responsibilities is not for Cause, or due to your disability, and is
not at your request;
- your base salary is decreased below your then current base salary; or
- the principal executive offices of the Company, or your own office
location as assigned to you at the commencement of your employment, is
relocated to a place thirty-five (35) or more miles away, without your
agreement.
- any successor in interest to the company fails to assume any of the
terms and conditions of this offer
For purposes of this offer, "Cause" shall mean only:
- your willful refusal or failure to follow a lawful directive or
instruction of the Company's Board of Directors or the individual(s) to
whom you report, PROVIDED that you receive prior written notice of the
directive(s) or instruction(s) that you failed to follow, and PROVIDED
FURTHER that the Company, in good faith, gives you thirty (30) days to
correct any problems and FURTHER PROVIDED if you correct the problem(s)
you may not be terminated for Cause in that instance.
- your conviction of a felony crime of moral turpitude.
- in carrying out your employment duties, you commit (i) willful gross
negligence, or (ii) willful gross misconduct resulting, in either case,
in material harm to the Company unless such act, or failure to act, was
believed by you, in good faith, to be in the best interests of the
Company.
- your violation of the Company's policies made known to you regarding
confidentiality, securities trading or inside information.
Although you are being hired for your particular expertise, we are counting on
the fact that the Company team will be highly interactive, with people who are
interested not in building and maintaining artificial barriers around
disciplines and skills, but in breaking down those barriers and applying new
insights and initiatives across related fields. The position to which you have
been hired is an important position in the Company, and we know it will be a
challenging and exciting one.
Please note that this offer is contingent upon the completion of an Employment
Eligibility Verification Form, you providing Vertex evidence of your legal
eligibility to work in the United States, and the execution of the Company's
standard form of non-disclosure, non-competition and inventions agreement, a
copy of which has been enclosed with this letter for your reference. These
documents must be signed within three (3) business days of commencement
employment.
You will not have any duty to mitigate any breach of this offer letter by the
Company. As an officer of the Company, you shall be indemnified in accordance
with the indemnity provisions applicable to officers and directors under the
Company's By-Laws, as such By-Laws may be amended from time to time. The Company
has applied for Directors and Officer (D&O) liability
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insurance to cover its senior management team. Although the application is
pending, the Company expects that it will receive D&O coverage for its senior
management team and you will be covered at the same levels as other members of
the Company's senior management team.
We hope that you will be able to commence your employment on March 11, 2002
although we would be happy to discuss an alternate starting date, and would
prefer you to start as soon as possible. I look forward to your favorable
response to this offer. We would like to have a confirming response accepting
this offer, in writing, by February 22, 2002. Please return one copy of this
letter indicating your acceptance.
Please feel free to contact me with questions or comments. I will be happy to
answer any questions you have, or direct you to the most appropriate person.
Sincerely yours,
/s/ Michael S. Walsh
Vice President, Human
Resources
I accept the terms of employment offered in this letter.
/s/ N. Anthony Coles Date________________
M.D.
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