Depomed, Inc. and Carl Pelzel Stock Option and Compensation Adjustment Agreement (February 2008)
Depomed, Inc. and Carl Pelzel have agreed to modify the terms of Pelzel's employment offer. Although Pelzel was to receive an option to purchase 62,500 shares at $1.98 per share, the option was instead granted at $3.60 per share. To compensate for this higher price, Depomed will issue Pelzel a fully vested award of 30,000 shares under its 2004 Equity Incentive Plan, to be granted by January 9, 2009 or immediately before a change in control, whichever comes first. All other terms of the original offer remain unchanged.
Exhibit 10.40
February 8, 2008
Mr. Carl Pelzel
Dear Carl:
I refer you to the employment offer letter between you and Depomed, Inc. dated as of August 24, 2007 (the “Offer Letter”).
This letter is to confirm our agreement that: (a) the option to purchase 62,500 shares required to be issued to you under the Offer Letter not later than March 31, 2008 at an exercise price equal to $1.98 was granted to you on January 25, 2008, with an exercise price equal to $3.60 per share; and (b) to compensate you for the incremental increase in the exercise price of that stock option, the Company will issue you a 30,000 share fully vested stock award under the Company’s 2004 Equity Incentive Plan (the “2004 Plan”) on the earlier to occur of (i) January 9, 2009; and (ii) immediately prior to the occurrence of an event of “Change in Control”, as so determined by the Company’s Board of Directors pursuant to Section 10.4 of the Company’s 2004 Equity Incentive Plan.
Except as modified by this letter, all other provisions of the Offer Letter remain in effect.
Please countersign where indicated below to indicate that the foregoing correctly sets forth our agreement
On behalf of the
Board of Directors,
| /s/ Craig R. Smith, M.D. |
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| Craig R. Smith, M.D. | |
| Chairman of the Board of Directors | |
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| Acknowledged and Agreed: |
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| /s/ Carl A. Pelzel |
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| Carl A. Pelzel |
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| Date: February 19, 2008 |
