EXHIBIT 10.25
[ALGORX PHARMACEUTICALS, INC. LOGO]
September 3, 2002
Mr. Jeffrey A. Rona
311 Hillside Avenue
Livingston, NJ 07039
Dear Jeffrey:
AlgoRx Pharmaceuticals, Inc. is pleased to offer you a position of Vice
President, Finance, In this position you will be reporting to Ronald M.
Burch, M.D., Ph.D., President and Chief Executive Officer at our corporate
office in Cranbury, NJ. You will be responsible for overseeing the
financial functions of the Company. You will be an important member of the
management team of our small, largely virtual Company. As AlgoRx grows,
you will play an important role in its evolution.
The salary offered for this exempt position is $6730.77/pay period
(bi-weekly pay cycle) and a performance bonus of 25% (cash and/or a grant
of stock options at Board of Directors' discretion) payable, January 2003.
We also wish to extend a signing bonus of $35,000, which represents 20% of
the annual salary for this position and will be rendered to you within the
first pay period after commencing employment. This offer is not to be
considered a contract guaranteeing employment for any specific duration
and is contingent on the signing of a confidentiality agreement, sample
enclosed. As an at-will employee, both you and the Company have the right
to terminate your employment at any time.
On your first day of employment, we will provide additional information
about the objectives and policies, benefit programs, general employment
conditions and completion of employment and benefit forms. To fulfill
federal identification requirements, you should bring documentation to
support your identity and eligibility to work in the United States. The
types of acceptable documentation are listed on the Form 1-9 of the
Immigration and Naturalization Service enclosed in this letter. Please
feel free to contact me if yon have any questions about which documents
are acceptable to verify your identity and eligibility to work in the
United States.
Because you will play an important role in the operations and development
of AlgoRx, we would like to offer you the award of 125,000 shares of
AlgoRx common stock, subject to the approval of the Company's Board of
Directors. These shares would be made available to you at $0.15 per share,
25% on the first anniversary of your employment, then 1/36th of the
remaining 93,750 shares each month for three years (total vesting time,
four years); provided, that all options granted hereunder shall vest
immediately if there is a (i) "change of control" of the Company and (ii)
your employment is thereafter terminated without "cause" or
"constructively terminated" within the twelve month period following the
change of control. For purposes of this agreement, "change of control"
shall mean (i) a sale of substantially all of the assets of the Company;
(ii) a merger or consolidation in which the Company is not the surviving
corporation (other than merger or consolidation in which the Company
shareholders immediately before the merger or consolidation have,
immediately after the merger or consolidation, own greater than a majority
of the stock voting power of the successor corporation); or (iii) any
transaction or series of related transactions in which in excess of fifty
percent (50%) of the Company's voting power is transferred, other than
sale by the Company of stock in transactions the primary purpose of which
is to raise capital for the Company's operations and activities.
101 Interchange Plaza, Suite 102 - Cranbury, New Jersey 08512 - Phone:
609-409-2300 - Fax: 609-409-2323 - Web: www.algorx.com
In addition, "cause" shall mean misconduct, including: (i) conviction of
any felony or crime involving moral turpitude or dishonesty; (ii)
participation in a fraud or act of dishonesty against the Company; (iii)
willful and material breach of your employment agreement; intentional and
material damage to the Company's property or (v) material breach of the
Proprietary Information and Inventions Agreement or any employee policy of
the Company. "Constructive termination" shall mean any of the following
actions taken without Cause by the Company or a successor corporation or
entity without your consent; (i) substantial reduction of your rate of
compensation other than in connection with reductions to the rate of
compensation of all officers; (ii) material reduction in your duties,
provided, however, that a change in job position (including a change in
title) shall not be deemed a "material reduction" unless your new duties
are substantially reduced from the prior duties; or (iii) relocation of
your principal place of employment to a place greater than 50 miles from
your then current principal place of employment.
You will have ten years in which to exercise the options from the date
such options vest. I would like to emphasize at present, the stock of
AlgoRx is not liquid.
We hope that you will accept this offer and would be pleased to hear of
your decision. We are certain that if you accept this position, you will
become a valuable member of the AlgoRx team and are equally certain that
you will find AlgoRx to be a stimulating and rewarding environment in
which to work. If you have any questions, please do not hesitate to
contact Ron at 609/409-2301 or me at 609/409-2303.
Sincerely,
/s/ Deborah W. Hopper
Deborah W. Hopper
Director, Administration
Enclosures
Please indicate your acceptance by your signature and return this offer
letter to me at your earliest convenience. Thank you.
9/5/02
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/s/ Jeffrey A. Rona DATE
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Signature