ActivBiotics, Inc. Board of Directors Offer Letter to Michael E. Hanson (October 18, 2005)

Summary

ActivBiotics, Inc. offers Michael E. Hanson a position as an independent member of its Board of Directors, effective October 27, 2005. He will receive $10,000 per year, paid quarterly, and stock options for 150,000 shares vesting over four years. The company will reimburse reasonable expenses related to his duties and provide indemnification and directors' and officers' liability insurance. The agreement outlines compensation, stock options, expense reimbursement, and legal protections for Mr. Hanson as a board member.

EX-10.20 30 a2172035zex-10_20.txt EXHIBIT 10.20 Exhibit 10.20 [ACTIVBIOTICS(R) LOGO] October 18, 2005 Michael E. Hanson 1127 Iron Springs Court Indianapolis, Indiana 46240 Dear Mr Hanson: On behalf of the Board of Directors of ActivBiotics (the "Company"), I am pleased to offer you a position as a member of the Board of Directors, effective October 27, 2005 As an independent member of the Board, we offer you the following compensation package: CASH COMPENSATION: $10,000 annual compensation, payable in 4 quarterly installments. STOCK OPTIONS: You will receive an initial grant of stock options to purchase 150,000 shares of the Company's Common Stock (equivalent to 0.121% of outstanting shares on an as converted, fully diluted basis) at an exercise price equal to the Fair market value of the Company's Common Stock on the date of the grant. Your option grants will vest in equal monthly installments over a four-year period from the date of grant, so long as you continue to serve as a Director EXPENSES. The Company will reimburse you for all reasonable and necessary out-of-pocket expenses incurred by you in connection with the performance of your duties as a Director. INDEMNIFICATION. The Company shall, to the fullest extent permitted Delaware General Corporation law as then in effect, indemnify you if as a result of your position as a director of the Company you are involved in any manner (including, without limitation, as a party or a witness) or are threatened to be made so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Company to procure a judgment in its favor) (a "Proceeding") against all expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by you in connection with such Proceeding. Such indemnification shall be a contract right and shall include the right to receive payment in advance of any expenses incurred by you in connection with such Proceeding ActivBiotics, Inc 110 Hartwell Avenue Lexington MA 02421 ###-###-#### Fax ###-###-#### www.activbiotics.com INSURANCE. The Company is covered by Directors and Officers Liability and Reimbursement Insurance issued by Carolina Casualty Company with a $5,000,000 liability limit Mike, ActivBiotics has an exciting future but of course faces many challenges in realizing its ultimate potential. We can only achieve our vision for the Company with the help individuals like you who have a significant breath and depth of experience, demonstrated talent and personal commitment. To that end, I welcome you to join the ActivBiotics Board of Directors Sincerely, /s/ Raymond Baddour - ------------------------------------- Raymond Baddour, Ph D Chairman, ActivBiotics I hereby accept my election as a member of the Board of Directors of ActivBiotics, effective October 27, 2005 /s/ Michael E Hanson - ------------------------------------- Michael E Hanson 2