1
November 13, 2000
David Wright
1760 Holly Beach Farm Road
Annapolis, MD 21401
Dear David:
I am pleased to offer you employment with Guilford Pharmaceuticals Inc.
on the following terms:
1. Your title will be Executive Vice President, Commercial
Operations. In this capacity you will serve as an officer of the
Company and will report to and serve at the discretion of the
President and Chief Executive Officer.
2. In consideration of your services, the Company will provide the
following compensation:
a. Salary: Your salary will be $26,666.66 per month (an
annual rate of $320,000), payable semi-monthly. Your
performance and salary will be reviewed annually.
b. Bonus: As an officer of the Company, you will be
eligible to participate in any bonus plan the Board of
Directors may adopt from time to time for executive
officers of the Company.
c. Joining Bonus: To assist you in the transition to your
new position, the Company will pay you a joining bonus
of $30,000. This payment will be made within 30 days of
commencement of your employment, provided you remain an
employee of the Company at the time of such payment, and
will be subject to all deductions required by law.
d. Stock Options: The Company will award you, as of the
later of the date this award is approved by the Board of
Directors or the date you commence employment with the
Company (the "Grant Date"), options to purchase 175,000
shares of its common stock, subject to the specific
terms and conditions of a Share Option Agreement
containing terms similar to those offered to other
executive officers of the Company. The exercise price of
the options will be the closing price of Guilford's
stock on the trading date immediately preceding the
Grant Date.
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David Wright
November 13, 2000
Page 2
Subject to the specific terms of the Share Option
Agreement:
(i) vesting of options relating to 25,000 shares
shall occur immediately upon the Grant Date;
(ii) vesting of options relating to 100,000 shares
shall occur 25% per year over four years from
the Grant Date;
(ii) vesting of options relating to 50,000 shares
shall occur on March 1 following the first
calendar year during which the Company has
received at least $40 million in annual net
sales from the Company's sale of GLIADEL(R)
Wafer.
You will additionally be eligible to participate in any
stock option plan the Board of Directors may adopt from
time to time for executive officers of the Company.
3. In addition to the compensation described above, you will be
eligible for the following benefits:
a. Insurance: The Company will offer medical, dental, and
vision benefits under the Company's existing plans.
Additional coverage for life, disability, officer and
other insurance will also be provided, including $3
million worth of split dollar life insurance coverage on
terms similar to those available to other executive
officers of the Company, subject to passage of an
eligibility period and commercially reasonable
underwriting.
b. Vacation: You will accrue up to 20 vacation days during
your first year of employment. In addition, you will be
eligible for 11 paid Company Holidays.
c. 401(k) Match: Once you meet the employment eligibility
requirements to participate in the company's 401(k)
Plan, you will be eligible to receive the Company match
subject to the terms and conditions of such plan as may
be in effect from time to time. Guilford currently
matches 50% of the first 6% of employee salary deferral
in the form of Guilford stock.
In the event your employment is terminated by the Company other than for
cause, you would be entitled to severance in the form of a continuation of your
then-current base salary, as follows:
1. Six (6) months salary if the termination occurs in the first
twelve months of your employment; and
2. Twelve (12) months salary if the termination occurs thereafter.
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David Wright
November 13, 2000
Page 3
Such payments (except those resulting from a change in control, see
below) would cease upon your commencement of paid employment or consultancy
during the severance period. During the severance period, the Company would also
reimburse you for the cost of continuation of any health, life and disability
insurance coverage available at the time of the termination of employment,
provided that the Company reserves the right to provide substantially equivalent
alternative life and disability coverage to the extent reasonably available upon
conversion from full-time employment. Such continuing coverage is conditioned
upon your reasonable cooperation in complying with any necessary application
procedures. Remaining benefits of employment, including your eligibility for any
bonus program and the vesting of unvested options would cease at termination and
not continue to accrue during the severance period.
The Company offers certain terms in the event of a change in control of
the Company, including acceleration of vesting of unvested stock options,
indemnity for certain excise tax obligations and increased and modified
severance arrangements, pursuant to standard agreements generally available to
Vice Presidents of the Company. These terms will be extended to you upon
commencement of your hire.
In accordance with the Immigration Reform Act of 1986, on your first day
of work, and from time to time thereafter, you will be required to present
documentation that proves your identity and legal right to work in the United
States. Employment with the company is contingent on your being able to meet
this requirement.
This offer of employment at will is further conditioned on:
(i) your signing a Patent and Confidentiality Agreement in
connection with your employment by the Company;
(ii) successful completion of a background investigation; and
(iii) your taking a pre-employment physical, and successfully
passing the included drug screen, which can be scheduled
at your convenience and our expense (given that your
start date is in a few days, this requirement will be a
post-commencement condition to your employment - please
schedule your physical examination as soon as possible).
You have agreed to commence your employment at Guilford on November 15,
2000. Please return a copy of this letter signed by you upon or before your
commencement of employment with the Company.
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David Wright
November 13, 2000
Page 4
All of us at Guilford are very enthusiastic about your joining our team.
We believe you will be one of the keys to our success.
Sincerely,
Craig R. Smith, M.D.
President and Chief Executive Officer
Guilford Pharmaceuticals Inc.
I accept this offer and agree to comply with all Guilford Pharmaceuticals Inc.
corporate policies and procedures, which may be in effect from time to time. My
physical has been scheduled for _________________.
Agreed to and accepted:
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David Wright
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Date
Enclosures:
Physical scheduling information and Questionnaire
List of Acceptable Documents for I-9
Invesco Form, Please complete, sign and return
Returned Stamped Envelope