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EXHIBIT 10.7
January 13, 1995
Steven Garrett, D.D.S., M.S.
1674 Halsey Street
Redlands, California 92373
Dear Dr. Garrett:
On behalf of the Atrix Board of Directors and Executive Management, I
am pleased to offer you the position of Vice President of Periodontal (Dental)
Clinical Research of Atrix Laboratories, Inc. You will report directly to Dr.
Lee Southard, President and Chief Scientific Officer. I think the job is a
perfect match and that you will enjoy the opportunities, the people, and the
business very much. At the same time, I'm confident that you will lead the
Clinical group well, provide the direction for its continued growth and help the
rest of senior management set an appropriate strategic direction for the
corporation.
Your responsibilities at Atrix will span preclinical and clinical
research in the dental area and will include: directing, planning, execution and
interpretation of clinical trials/research and data collection activities;
establishing and approving scientific methods for design and implementation of
clinical protocols, data collection systems and final reports; monitoring
adherence to protocols and determining study completion; interacting with
various inside/outside groups to facilitate the clinical trials program for
Phase I - Phase IV clinical trials; and collaborating with senior management in
determining what other applications of the ATRIGELTM technology should be
brought forward to the clinical testing stage in the fields of dentistry and
particularly periodontal disease.
The major elements of our employment offer are outlined as follows:
A. Base Salary: Your base salary will be $150,000 and will be
reviewed annually. Merit increases are given based on
performance. Annual salary reviews for executives are given by
the Board of Directors.
B. Initial Stock Option: You will be granted a stock option of
50,000 shares of Atrix Laboratories, Inc. stock under the
company's Performance Stock Option Plan with the purchase
price being the closing bid price reported in The Wall Street
Journal on the first day of your employment. Your shares will
vest at the rate of 33-1/3 percent a year upon each
anniversary date of employment.
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Steve Garrett, D.D.S., M.S.
January 13, 1995
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C. 401 W Saving Plan: Atrix's 401(k) plan is administered by the
Principal Financial Group, and enrollment is permitted twice a
year, January and July. After a year of service, you will be
eligible for participation in a 401(k) savings plan in which
the company matches 50 percent of your contribution up to 6
percent of your salary subject to non-discrimination rules. If
you have an existing 401(k), it can be rolled-over into the
Atrix plan and you may make additional contributions to the
Atrix plan upon hire.
D. Insurance: You will be eligible to participate in the
Company's full range of insurance, including medical, dental,
disability, accident and life in accordance with the Company
waiting period.
E. Relocation: Relocation expense reimbursements include:
1. Atrix will pay you up to $50,000 in accordance with
our Relocation Assistance Policy, a copy of which is
attached for your convenience. This policy takes into
consideration certain IRS restrictions and
requirements. Basically, all normal moving expenses
(packing, loading, transporting of household goods)
are deductible. We do not pay a gross up for any
amount spent on relocation expenses in excess of the
standard IRS deductible expenses.
2. Also, to further assist you and your family in moving
to Fort Collins, the Company will pay your weekly or
bi-weekly airfare between Fort Collins and Los
Angeles until June 30, 1995, or until you are
relocated, whichever comes first.
3. If your present house does not sell within 90 days of
the date you join Atrix, the Company will provide you
with a bridge loan for a down-payment to assist you
in a new home purchase in Colorado at one percent
above the prime rate until you sell your house.
F. Termination: In the event that you are terminated for any of
the following:
1. the sale by the Company of substantially all of its
assets to a single purchaser or to a group of
associated purchasers;
2. the sale, exchange or other disposition in one
transaction, of two-thirds of the outstanding capital
stock of the Company;
3. if your position is eliminated, other than for cause;
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Steve Garrett, D.D.S., M.S.
January 13, 1995
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4. if there is a change in control of the Company
through a merger or consolidation of the Company in a
transaction in which the Shareholders of the Company
receive less than 50% of the outstanding voting
shares of the new or continuing corporation or other
business entity and as a result of the change in
control your responsibilities are substantially
reduced, the Company will pay you, in addition to
amounts accrued in respect to periods prior to such
termination, severance equal to one year's salary and
benefits. Notwithstanding the above, such severance
shall only be paid until such time as you become
employed, on a consulting basis or otherwise. Upon
such termination, other than for cause, all unvested
stock options shall immediately vest.
This summarizes the various elements in our offer. I would like to add
that I believe that Atrix Laboratories is a splendid place for you at this point
in your career. There is an enormous opportunity here, and I know that with all
of us working together great things are in store both for Atrix and for you.
I realize that you'll be investigating the potential for selling your
practice and, as we discussed, you'll be getting back to us in about 45 days. In
the meantime, please call if you have any questions, or if we can be of any
assistance. I look forward to a long and mutually rewarding relationship in the
years ahead.
Sincerely,
/s/ John E. Urheim
John E. Urheim
Chief Executive Officer
and Vice Chairman of the Board
Accepted: /s/ Steven Garrett Date:
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Steven Garrett, D.D.S., M.S.