Exhibit 10.33
DIRECT DIAL: 651-634-4244 ROBERT A. HOERR, M.D., PH.D.
FACSIMILE: 651-634-4814 CHAIRMAN AND CHIEF EXECUTIVE OFFICER
E-Mail: rhoerr@galagen.com
January 1, 1999
Henry J. Cardello
3001 Clipstone Court
Alpharetta, GA 30022
Dear Hank:
I am very pleased to offer you the position of President for GalaGen. A
summary of the offer is outlined below:
- Your start date will be January 1, 1999.
- Your salary will be $240,000 annually, payable in twice monthly
periods, which shall be reviewed annually and increased in keeping
with the Company's general compensation practices.
- A grant of 250,000 options for GalaGen common stock, valued at the
close of the NASDAQ market as of January 1, 1999, vesting 50,000
immediately with 200,000 vesting over 5 years at the end of each year,
and terminating in 10 years.
- You will be able to participate in the Company's annual short and long
term incentive programs, as attached, which are in addition to the
option grant above.
- Participation in GalaGen's employee benefit program, a summary of
which is attached and is subject to change from time to time.
- You will become a member of the Board of Directors, effective January
1, 1999.
- GalaGen will pay for your (i) reasonable living expenses in Arden
Hills, estimated to be approximately $1,800 per month, (ii) your
personal travel expenses, including airfare, between Atlanta and Arden
Hills, (iii) plus one airfare for spouse one time per quarter.
- As part of your employment, the Company will purchase certain assets
from MVA, Inc. and certain stock in a corporation as outlined in a
separate agreement(s), the ("Asset Purchases")
- Your vacation accrual schedule will begin at 12 hours per month.
- The Company acknowledges your other business obligations and will
permit sufficient time for you to attend to them, as long as the
Company's obligations remain fulfilled.
HENRY J. CARDELLO PAGE TWO JANUARY 1, 1999
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As part of this offer, you will be required to sign the standard Employee
Confidentiality Agreement and Invention and Trade Secrets Agreement, the
Policies Regarding Confidentiality and Securities Training and Annual
Certification Form, Supplemental Policy to Policies Regarding Confidentiality
and Securities Training and Annual Certification Form and Conflicts of
Interest and Business Ethics which are routine and in the normal course of
business.
Your primary responsibilities will be as outlined in Exhibit A, which you
will have the authority to conduct. Additionally, GalaGen agrees to consider
the formation of joint ventures entity(ies) for the commercialization of a
nutrition product(s), provided that the joint venture is independently
financed to support the product's commercialization.
Your employment is not for a specific term, and either party may terminate
employment at any time. However, should you choose to terminate prior to 24
months, GalaGen may decide not to continue with the Asset Purchases, at its
option. If GalaGen elects not to pursue the Asset Purchases, you will be
responsible for repayment of the Asset Purchases price on a pro rata basis of
the 24 months.
The terms described in this letter shall be the terms of your employment.
Any additions or modifications of these terms should be in writing and signed
by you and the Chief Executive Officer.
We believe that you will have a considerable effect toward the success of
GalaGen's business and look forward to having you join our team.
Sincerely,
Robert A. Hoerr
enclosures
I ACCEPT THE OFFER AS PRESENTED ABOVE:
Signed: /s/ Henry J. Cardello
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Name: /s/ Henry J. Cardello
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Exhibit A
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CEO/CFO KEY FUNCTIONS PRESIDENT
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CORPORATE
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X Board Coordination
X Public Company: External Financial Reporting
Investor Relations
X Financing
X New Technology/M&A Screening
X Regulatory
X Human Resources - Benefit/Program Admin.
Shared Internal Financials/Budgets Shared
Shared Business Development/Strategic Alliances Shared
Corp./ Public Relations Consumer
Clinical
Day-to-day Business Management X
Human Resources - Personnel X
Physical Facilities Management X
Annual/Strategic Planning X
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