[SGX LOGO]
EXHIBIT 10.9
June 3, 2005
CONFIDENTIAL
Mr. James A. Rotherham
Dear James:
I am pleased to offer you the position of Chief Financial Officer with
Structural GenomiX, Inc. ("SGX" or the "Company") reporting to Mike Grey,
President & CEO. This position is categorized as full-time regular exempt.
Following are the details of our offer.
- The salary in this position is $235,000 on an annualized basis, or
approximately $9,038.46 bi-weekly, subject to standard deductions
and withholdings.
- Subject to approval by the Board of Directors (the "Board"), you
will receive an option to purchase 190,000 shares of the Company's
common stock at a price per share equal to its fair market value as
determined by the Board. This option will have a vesting
commencement date of your first day of employment with the Company.
Twenty five percent (25%) of the granted shares will vest on the
first anniversary of the vesting commencement date. The remaining
options vest monthly thereafter until the fourth anniversary of the
vesting commencement date. The offer of these shares is conditioned
upon your acceptance of our offer of employment and subject to the
terms and requirements of the Company's 2000 Equity Incentive Plan
(the "Incentive Plan") and the Company's form of stock option
agreement.
- You are also eligible to participate in the Company's cash bonus
program. In your position, you are eligible to earn a cash bonus up
to 40% of your base salary. In order to be eligible to receive this
bonus, you must satisfy the eligibility requirements outlined in the
Company's bonus program, including accomplishing the performance
objectives set for your position. Participants in the bonus program
who are employed for part of a calendar year will be eligible to
receive a pro-rated bonus for that first partial year of employment.
Employees hired in the fourth quarter of a calendar year are
eligible to participate in the bonus program in the following year.
- Included in the compensation package is a benefits plan that offers
medical, dental, vision, life insurance, Accidental Death and
Dismemberment. (AD&D) insurance, long-term disability, short-term
disability insurance; and a 401(k) plan. For full-time employees,
vacation accrues on a pay period basis at the annual rate of 120
hours (three weeks). The vacation accrual increases by one day after
each anniversary with the Company, up to a maximum of 20 days per
year. The Company also provides employees with five days of sick
time per year.
As a condition of your employment, you will be required to sign a copy of our
Employment, Confidential Information and Invention Assignment Agreement, which
is attached for your information. In addition, to conform with the Immigration
Reform and Control Act of 1986, please bring with you on your start date the
original of one of the documents noted in List A on the I-9 form attached or one
document from List B and one document from List C. If you do not have the
originals of any of these documents, please call me immediately. Please do not
complete or sign the I-9 until you begin employment. This offer is contingent
upon your providing sufficient documentation to show proof of eligibility for
employment in the United States.
STRUCTURAL GENOMIX, INC. - WWW.STROMIX.COM
Corporate Headquarters - 10505 Roselle Street - San Diego, CA 92121 -
858.558.4850 - 858.558.4859 fax SGX Beamline - Argonne National Laboratory,
Bldg. 438A - 9700 S. Cass Avenue - Argonne, IL 60439 - 630.252.0820 -
630.252.0835 fax
[SGX LOGO]
James A. Rotherham
Page 2 of 3
It is the Company's policy to fully respect the proprietary and
confidential information rights of your previous employers. You are not
expected to disclose, nor are you allowed to use for the Company's
purposes, any confidential or proprietary information you may have
acquired as a result of previous employment.
Your employment with the company is not for a specified term, but may be
terminated by you or the company at any time, with or without cause. The
nature of your employment as set forth in this paragraph cannot be
modified in any way except by written agreement signed by you and an
officer of SGX.
In the event of a Change of Control (as that term is defined below) the
vesting of any outstanding stock options described above will be
accelerated by 12 months. In the event your employment is terminated by
the Company without cause within one year after a Change of Control, the
vesting of your outstanding stock options described above will be
accelerated by a further 12 months, provided that you comply with all
surviving provisions of this letter and the Employment, Confidential
Information and Invention Assignment Agreement Agreement and execute a
full general release, releasing all claims, known or unknown, that you may
have against the Company arising out of or any way related to you
employment or termination of employment with the Company. In the event of
such termination all other obligations of the Company to you pursuant to
this letter will become automatically terminated and completely
extinguished.
A Change of Control means any one of the following occurrences:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), other than a
trustee or other fiduciary holding securities of SGX under an employee
benefit plan of SGX, becomes the "beneficial owner" (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of the
securities of SGX representing more than 50% of (a) the outstanding shares
of common stock of SGX or (b) the combined voting power of SGX'
then-outstanding securities; or
(ii) The sale or disposition of all or substantially all of SGX'
assets (or any transaction having similar effect is consummated) other
than to an entity of which SGX owns at least 50% of the Voting Stock so
long as the sale or disposition is not under duress of SGX' financial
hardship; or
(iii) SGX is party to a merger or consolidation that results in the
holders of voting securities of SGX outstanding immediately prior thereto
failing to continue to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) less than
50% of the combined voting power of the voting securities of SGX or such
surviving entity outstanding immediately after such merger or
consolidation.
I am pleased to extend this offer to you and look forward to your
acceptance. Please sign and return the attached copy of this offer letter
as soon as possible, but within at least five days of receipt, to indicate
your agreement with the terms of this offer. Once signed by you, this
letter and the Employment, Confidential Information and Invention
Assignment Agreement will constitute the complete agreement between you
and Structural GenomiX, Inc. regarding employment matters and will
supersede all prior written or oral agreements or understandings on these
matters. This letter may only be modified by a written agreement signed by
you and an officer of SGX. We hope you will join us June 20, 2005 or
sooner. Please contact me if you have any questions.
I feel you will be able to make an immediate contribution to our efforts,
and I think you will enjoy the rewards of working for an innovative,
fast-paced organization.
Sincerely,
/s/ Mike Grey
---------------------
Mike Grey
President & CEO
[SGX LOGO]
James A. Rotherham
Page 3 of 3
Attachments:
- Copy of Offer Letter
- I-9
- Employment, Confidential Information And Invention Assignment
Agreement
I accept the terms of employment as described in this offer letter and will
start my employment on 6/13/05.
Signature: /s/ James A. Rotherham Date: 6/12/05
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