Exhibit 10.17
ScripTech Pharmaceuticals, Inc.
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September 7, 1994 [CONFIDENTIAL STAMP]
Dr. Michael G. Palfreyman
11515 Applejack Court
Cincinnati, Ohio 45249
Dear Dr. Palfreyman:
On behalf of myself, the Board, our investors, the scientific co-founders, and
the employees at ScripTech, we would very much like you to become part of the
ScripTech organization as our Vice President of Research and Development. Based
on discussions held by you and I, as well as John Caplan, I would like to offer
the following elements of an employment offer, subject to Board approval:
TITLE:
Vice President of Research and Development. You will be responsible for
directing all of ScripTech's R&D programs and activities.
SALARY:
$7,291.66 paid 24 times per year, which if annualized, amounts to $175,000
annually. Performance reviews are conducted annually at the anniversary
date of your employment.
EQUITY:
An option to purchase 165,000 shares of ScripTech common stock at a
purchase price of approximately $0.05 per share. The final price is
determined by the Board of Directors and is equal to market value at your
time of hire. These options will vest over a period of four years
commencing on the first day of your employment.
PERFORMANCE BONUS
Annual bonus of up to 20% of your January salary for the year in which the
bonus is earned. This bonus will be based on the successful completion of
agreed upon goals and objectives.
HEALTH BENEFITS:
Participation for you and your family in ScripTech's group medical and
dental program as provided by Guardian Life. Your contribution to the cost
of this coverage is $5.00 per month for family or individual coverage. You
will also be eligible to enroll in ScripTech's group plan for life
insurance (1x annual salary) and for long term disability coverage. All
remaining premiums for the benefits listed above are paid for by
ScripTech.
VACATION TIME:
Three (3) weeks vacation per year as consistent with ScripTech policy.
Accrued vacation may be carried over for up to three (3) months after your
anniversary date.
RELOCATION EXPENSE:
ScripTech will pay for normal expenses related to your move to the Boston
area. This would include reasonable and customary closing costs on the
sale of your home in Ohio, including attorney's fees, title searches, home
inspections, mortgage loan application fees, etc.; the packing and
movement of your personal belongings and household goods including up to
two (2) vehicles. We will also provide temporary storage of your goods in
the event that you were delayed from moving into your new home for up to a
period of two (2) months. Relocation will also include up to $3,000 of
your closing costs in the Boston area.
TEMPORARY LIVING:
As part of our offer, we will provide you with up to $1,500 per month to
cover reasonable and customary expenses, such as rent, telephone, etc.,
for a furnished or unfurnished apartment in the Boston area through
September 1995, or until your family relocates, whichever comes first.
ScripTech will also cover the cost to ship one of your personal vehicles
to Boston, and will provide you with a rental car until that can be
arranged, as well as cover any hotel expenses during your first few weeks
of employment until temporary housing is finalized. During your temporary
living period, ScripTech will pay for up to two (2) weekend trips per
month for you to return home to Ohio or for your spouse to join you in
Boston. Should your relocation to Boston extend beyond September 1995,
ScripTech will re-consider your temporary living situation in a fair and
open manner.
HOUSING ALLOWANCE:
During the first three (3) years of your employment with ScripTech, we
will provide you with a housing allowance of $20,000 in year one, $15,000
in year two, and $9,000 in year three, This allowance will begin after you
relocate to the Boston area and will be paid out in equal monthly
installments based on the respective yearly allowance.
SEVERANCE PAY:
ScripTech would provide severance pay at the following scale, provided
that your termination would be without cause:
Up to one year of service 6 months salary
After one year 3 months salary
OTHER COMPENSATION:
To compensate you for lost bonus wages at Marion Merrill Dow, ScripTech
will pay you a one-time, additional compensation of $30,000 as long as you
are actively employed by the Company. This compensation will be made in
two payments as follows: (1) $15,000 on May 1, 1995, and (2) $15,000 when
you and your family permanently relocate to the Boston area.
The above offer is subject to your signing a non-disclosure, invention
assignment and con-compete agreement with the Company and the Company's review
of any agreements you may have with former employers to insure there isn't any
conflict. This offer has been extended and is valid up until September 15, 1994
after which time it will expire. Please acknowledge your agreement of these
terms by signing a copy of this letter and returning it to me.
I am extremely pleased to extend this offer to you on behalf of ScripTech
Pharmaceuticals, Inc. On a personal note, we will make a great team and
together, with our investors, co-founders and outstanding employees, we will
"take ScripTech all the way."
Please give my regards to Liz and Matthew.
Sincerely yours,
/s/ Thomas A. Bologna
Thomas A. Bologna
President & Chief Executive Officer
Accepted Terms as Stated Above:
/s/ Michael G. Palfreyman
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Michael G. Palfreyman
Sept. 10, 1994