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EXHIBIT 10.8
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ATRIX
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LABORATORIES, INC.
December 27, 1995
Mr. Rees M. Orland
877 East Westminster
Lake Forest, Illinois 60045-1508
Dear Mr. Orland,
On behalf of the Atrix Board of Directors and Executive Management, I
am pleased to offer you the position of Vice President of Sales and Marketing of
Atrix Laboratories, Inc. effective January 1, 1996. You will report directly to
Mr. John E. Urheim., Vice Chairman of the Board and Chief Executive 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 Sales and Marketing 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 primary objective at Atrix will be to consistently meet sales
goals through the creation of a sales, marketing and distribution function of
the highest caliber consistent with what we are striving for in terms of
excellence throughout the organization. To meet the objective you will develop a
five year strategic marketing and distribution plan worldwide. Because of the
technical nature of our products, training of Atrix personnel as well as our
customers will be a critical element of all that we do.
The major elements of our employment offer are outlined as follows:
A. Base Salary: Your annual, base salary will be $150,000, to be
paid twice per month; and, will be reviewed annually. Merit
increases are given based on performance and achievement of
Company goals. Annual salary reviews for officers are given by
the Board of Directors.
B. Initial Stock Option: You will be granted an option of 40,000
shares of Atrix Laboratories, Inc., common stock under the
Company's Performance Stock Option Plan. The exercise price
will be the closing bid price reported in The Wall Street
Journal on the first day of your employment. The option will
be exercisable at the rate of 33-1/3 percent a year upon each
anniversary date of employment.
C. 401(k) Savings Plan: Atrix's 401(k) plan is administered by
the Principal Financial Group, and enrollment is open any time
after employment. 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-
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Mr. Rees M. Orland
December 20, 1995
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discrimination rules. If you have an existing 401(k), it may
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. 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;
4. if there is a change in control of the Company
through a merger of 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 nine month'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.
F. 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. The Company will
pay temporary living expenses during the period
January 1, 1996 through March 31, 1996. In addition,
the Company will reimburse you for rent only during
the period April 1, 1996 through June 30, 1996.
2. Also, to further assist you and your wife in moving
to Fort Collins, the Company will pay your bi-weekly
airfare between Fort Collins and Chicago until
February 29, 1996, or until you are relocated,
whichever comes first.
This summarizes the various elements in our offer. I believe Atrix
Laboratories represents an ideal match between your extensive experience and our
specific needs at this time. I know you agree there is an
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Mr. Rees M. Orland
December 20, 1995
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enormous opportunity here and that by working together with other members of
management we can create a truly unique, highly profitable organization here.
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Mr. Rees M. Orland
December 20, 1995
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I look forward to working with you in this exciting endeavor.
Sincerely,
/s/ John E. Urheim
Chief Executive Officer and Vice Chairman of the Board
Accepted: /s/ Rees M. Orland Date: 1/1/96
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encls: 401(k) Plan Description
Employee Relocation Assistance Plan
Stock Option Plan