Employment Agreement between Renovis and Michael G. Kelly, Ph.D. dated November 15, 2002
This agreement outlines the employment terms for Michael G. Kelly, Ph.D., who is hired as Senior Director, Chemistry at Renovis. Dr. Kelly will receive an annual salary of $170,000, be eligible for a bonus, stock options, standard company benefits, and up to $50,000 in relocation reimbursement. The agreement specifies at-will employment, meaning either party can terminate the relationship at any time. Dr. Kelly must comply with company policies and sign a Proprietary Information and Inventions Agreement. The offer is contingent on proof of his right to work in the U.S.
EXHIBIT 10.36
[GRAPHIC APPEARS HERE]
November 15, 2002
Michael G. Kelly, Ph.D., C.Chem., MRSC
Re: Employment Terms
Dear Mike:
I am extremely pleased to offer you the position of Senior Director, Chemistry. Everyone at Renovis is very enthusiastic about having you join us. I look forward to your positive reply. Please review the following employment terms:
You will be responsible for working as Senior Director, Chemistry and, at this time, will report to me. You will work at our facility located at 270 Littlefield, South San Francisco, CA. Of course, Renovis may change your position, reporting structure, duties, and work location from time to time as it deems necessary.
Your compensation will be $170,000 per year, less payroll deductions and all required withholdings. You will also be eligible for an annual bonus of up to 15% of base salary. As of your start date of no later than December 10th, 2002, you will be paid $7,083.33 before taxes and other deductions, semi-monthly on the fifteenth and last date of every month. In addition, you will be granted an option to purchase 80,000 shares of the companys common stock, as governed by the terms of the Companys stock option plan, at a price to be determined by and subject to approval of the Companys Board of Directors. Your stock options will vest at a rate of 20,000 shares as of the first anniversary of your start date and 1666.67 shares per calendar month thereafter.
You will also be eligible for the following standard Company benefits: medical insurance, vacation, 401(k) plan, sick leave, and holidays. (Please see attached summary). Details about these benefit plans are available for your review; however, please note that Renovis may modify compensation and benefits from time to time as it deems necessary.
To facilitate your joining Renovis, the company will reimburse you up to $50,000 in relocation-related expenses. Typical relocation expenses include costs associated with the movement of household goods and automobile, temporary housing, and the down payment on the purchase of a home in the Bay Area.
As a Renovis employee, you will be expected to abide by Company rules and policies, acknowledge in writing that you have read the Companys Employee Handbook, and sign and comply with the attached Proprietary Information and Inventions Agreement which prohibits unauthorized use or disclosure of Renovis proprietary information.
In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in
Michael G. Kelly, Ph.D., C.Chem., MRSC
November 15, 2002
Page 2
the public domain, or which is otherwise provided or developed by the Company. During our discussions about your proposed job duties, you assured us that you would be able to perform those duties within the guidelines just described.
You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.
Normal business hours are from 8:30 a.m. to 5:30 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments.
You may terminate your employment with Renovis at any time and for any reason whatsoever simply by notifying Renovis. Likewise, Renovis may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This at-will employment relationship cannot be changed except in writing signed by a Company officer.
This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with Renovis. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. As required by law, this offer is subject to satisfactory proof of your right to work in the United States.
Please sign and date this letter, and return it to me by November 20, 2002, if you wish to accept employment at Renovis under the terms described above.
I want you to know how enthusiastic we are to have you on the Renovis team. I personally, and the rest of the team, look forward to working with you to make the drugs that will be great personal achievements and bring the company great success. I look forward to hearing back from you soon, and working together starting soon thereafter.
Sincerely,
/s/ Corey Goodman |
Corey Goodman, Ph.D. |
President & Chief Executive Officer |
Accepted: |
/s/ [ILLEGIBLE] |
11/18/02 |
Date |
Attachments: Proprietary Information and Inventions Agreement; Benefits Summary