EXHIBIT 4.5
April 30, 2002
Nastech Pharmaceuticals Company, Inc.
45 Adams Avenue
Hauppauge, New York 11788
Dear Mr. Weaver:
I am delighted to be able to offer you a position as Chief Financial Officer.
This position will report directly to Nastech's President and Chief Executive
Officer, Dr. Steven C. Quay.
Nastech's offer includes the following:
1. A base semi-monthly salary of $9,791.67 (equivalent to $235,000 on an
annualized basis), commencing May 20, 2002.
2. Annual incentive compensation of up to 40% of the applicable base salary
if the Employer's objectives, as set forth in a separate schedule to be
determined by Executive and CEO, and approved by the Compensation
Committee are achieved.
3. Stock Options: 125,000 shares, vested over a three-year period in
accordance with company policy.
4. Relocation expenses capped at $100,000. This will cover estimated
out-of-pocket costs of all relocation expenses and includes adjustments
for estimated income taxes. If candidate chooses to leave Nastech's employ
before a period of two years, any and all relocation expenses paid up to
that date are to be fully reimbursed to Nastech.
5. A bridge loan of $150,000, interest to be set at prime rate on the day the
loan is taken. Loan is to be repaid from escrow at time of sale of former
residence, but in any event no later than one year from date of grant.
6. A change-in-control severance agreement to include 12 months salary, and
acceleration of remaining unvested options, where there is a 50% or more
change-in-control of company ownership.
7. Health, dental, vacation, life insurance, and all other benefits in
accordance with Nastech Company policy, as presently in effect and as
amended, from time to time.
This offer expires at midnight, May 6, 2002.
As you know, this offer also requires that you agree to the terms of our
standard non disclosure, and intellectual property provisions that are as
follows:
In the course of your employment, it is anticipated that you shall have access
to secret or confidential technical and commercial information, records, data,
specifications, systems, methods, formulations, plans, policies, inventions,
material and other knowledge ("Confidential Material") owned by Nastech. You
recognize and acknowledge that included within the Confidential Material are
Nastech's confidential commercial information, technology, research and
development information, methods of nasal drug formulation and manufacture, and
related materials, all as they may exist from time to time, and that they are
valuable special and unique aspects of Nastech's business. All such Confidential
material shall be and remain the property of Nastech. except as required by your
duties to the Company, you have agreed that you shall not, directly or
indirectly, either during the course of your employment or at any time
thereafter, disclose or disseminate to anyone or make use of, for any purpose of
whatsoever, any Confidential Material. Upon termination of your employment, you
shall promptly deliver to Nastech all Confidential material (including all
copies thereof, whether prepared by you or others), which are in your
possession, custody or control. You will not be deemed to have breached this
agreement, if you shall be specifically compelled by
lawful order of any judicial, legislative, or administrative authority or body
to disclose any confidential material or else face civil or criminal penalty or
sanction.
Further, in connection with your employment at Nastech, you have agreed to
disclose to us any and all discoveries you shall make and any and all ideas,
concepts or inventions which you shall conceive or make during the period of
employment, or during the period of six months after your employment shall
terminate, which are in whole or in part the results of your work with Nastech.
Such disclosure is to be made promptly after each discovery or conception, an
the discovery, idea, concept or invention will become and remain the property of
Nasdech, whether or not patent applications are filed thereon. Upon request and
at our expenses, you have agreed to make application, through Nastech's patent
solicitors, for letters patent of the United States and any and all other
countries at the discretion of Nastech on such discoveries, ideas and
inventions, and to assign all such applications to Nastech, or at it's order,
forthwith, without additional payment by Nastech during your period of
employment and for reasonable compensation for time actually spent by you at
such work at the request of Nastech, after termination of your employment. You
have further agreed to provide the Company, its attorneys an solicitors, all
reasonable assistance in preparing and prosecuting such applications and, on
request of Nastech, to execute all papers and do all things that may be
reasonably necessary to protect the right of Nastech and vest in it or it's
assigns the discoveries, ideas or inventions, applications and letters patent
herein contemplated. Said cooperation shall also include all actions reasonably
necessary to aid Nastech in the defense of its rights in the event of
litigation.
We are very pleased to make you this offer, and hope that the foregoing terms
are satisfactory to you. If you are in agreement with the terms, kindly return a
signed copy of this letter upon receipt.
I welcome you on behalf of the Nastech team, and I look forward to the
opportunity of working with you.
Sincerely yours,
Accepted and agreed to by:
/s/ Steven C. Quay, M.D., Ph.D. /s/ Gregory L .Weaver April 30, 2002
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President and Chief Executive Officer Gregory L .Weaver Date
NASTECH PHARMACEUTICAL COMPANY INC.