[LOGO]
September 26, 1990
[LETTERHEAD]
William G. Green, Esq.
8 Sunnyside Court
Orinda, California 94563
Dear Bill:
This letter confirms the terms under which you will be employed by Chiron
Corporation as a Vice President, General Counsel and Secretary, effective
October 1, 1990.
Attached as Exhibit A is a listing of the functions and responsibilities
you will assume. Attached as Exhibit B is a summary of your compensation. Your
salary will be $270,000 per annum for 1990. Your salary thereafter will be
adjusted annually with other officers, commencing January 1, 1991. The "target"
for your bonus compensation will be 22% of your salary from time to time. For
1990, this amount will be prorated from October 1. As a result, the target bonus
for 1990 will be $15,000. It is our expectation that the "likely" bonus for 1990
would be two-thirds of this amount or $10,000. In addition, you will be paid a
hiring bonus of $100,000 in cash upon commencement of employment.
William G. Green, Esq. Page 2
September 26, 1990
The deferred compensation/retirement terms in Exhibit B will be evidenced
in a separate supplemental agreement satisfactory to Chiron and to you in form
and substance. In addition to Chiron's standard health, dental and AD&D
insurance, Chiron will acquire and pay the premiums for $500,000 in life
insurance, subject to your obtaining a qualifying physical examination. This
insurance will remain in effect throughout the term of your employment. The
beneficiaries may be designated by you from time to time. You will not be
obligated to pay more than $4,500 per annum in premiums or employee
contributions under these insurance programs.
The stock option will be evidenced by a standard form of Stock Option
Agreement, consistent with Chiron's Stock Option Plan and with the provisions of
Exhibit B, unless otherwise approved by Chiron and yourself.
Very truly yours,
CHIRON CORPORATION
By /s/ Edward E. Penhoet
Edward E. Penhoet
Vice Chairman and
Chief Executive Officer
FUNCTIONS AND RESPONSIBILITIES
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CHIRON CORPORATION
All internal and external legal affairs for parent and subsidiaries (including
retention, termination and review and approval of compensation)
Allocate and assign all legal tasks:
Corporate governance
Securities compliance
Contracts
Administration/compliance
Negotiation
Support Business Development
Litigation
Patent
Strategy
Prosecution
Litigation
Corporate structure/M&A
International law compliance
Regulatory compliance
Support Scientific Affairs
Legal affairs of subsidiaries, human resources, facilities, etc.
Legislative and Governmental Affairs
Corporate Business Strategy and Policy
Participate in formulation with Executive Officers
Monitor legal aspects of joint ventures and oversee/support collaborative
relationships as assigned
Legal aspects of industrial/trade associations
Corporate Secretary
Ex officio participant in Board of Directors and Senior
Management Committees (including Executive and Operating
Committees)
Risk Management
Supervision by Chairman/CEO/Board
COMPENSATION
SALARY: $270,000/year for 1990,
adjusted annually w/other officers
commencing 1/1/91
BONUS TARGET: 22% of salary - $60,000 for 1990
(pro rated from 10/1/90 - $15,000
"LIKELY" 2/3 of 22% = $40,000 for 1990
(pro rated from 10/1/90 - $10,000)
HIRING BONUS: $100,000 (intended to supplement salary
for 5 years) paid in cash on hire.
DEFERRED/RETIREMENT: Unfunded, unsecured obligation to pay
joint survivorship benefit commencing at
age 60 equal to actuarial future value
of sum of:
(1) $41,000 (which is net present value
of forfeited retirement benefits); plus
(2) $90,000 (which is forfeited 1990
projected income (pro-rated for period
January through September 1990) less all
amounts, if any, paid by Brobeck
following 9/30/90 regular distribution
other than return of capital; plus,
(3) An annual additional amount which,
when added to 401k plan maximum employee
and matching contribution and any future
retirement benefit, will total $20,000
per year of service. (Estimated to be
$8,000 per year under current plan).
To be funded and secured with annuity
contract(s) upon request.
INSURANCE: $500,000 life insurance;
Equivalent to current AD&D insurance;
Health, Dental, etc. pursuant to Company
policy;
Employee contribution/premium not to
exceed $4,500.
OTHER: Standard.
William G. Green, Esq. Page 3
September 26, 1990
INITIAL OPTION GRANT:
Shares: 90,000 granted on date of
hire.
Type: Maximum I.S.O., remainder
unqualified.
Exercisability: 10 years
Vesting: 18,334 on 12/31/90; 14,333 per
year for 4 years thereafter
and 14,334 on 12/31/95
All vest on death, disability or
termination by Company without cause.
Price: Fair market value (FMV) on date of grant
for I.S.O., remainder as follows:
6 month trailing average
weekly closing price or $35
whichever is lower, but in no
event less than 85% of FMV or
more than FMV on date of
grant.
Subsequent Equity Participation: Commencing in calendar 1994, eligible
for consideration for participation in
additional option/equity, if appropriate
in relation to any revision/increases in
option/equity programs applicable to
other senior officers.