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EXHIBIT 10.15
[LOGO OF CATALYTICA]
Ricardo B. Levy
President &
Chief Executive Officer
June 3, 1994
Mr. Lawrence W. Briscoe
241 Selby Lane
Atherton, CA 94027
Dear Larry:
As we have discussed, I believe Catalytica is positioned to develop into a
substantial business enterprise. It now faces the challenges of adjusting the
Company's management focus and raising additional financing. I believe you can
make a significant contribution to Catalytica's success and would like you to
join the Company as a Vice President and its Chief Financial Officer. A brief
outline of your responsibilities in this capacity is provided as Attachment 1.
As the Company's Chief Financial Officer your base compensation will be
$14,583.33 per month payable semi-monthly. Your compensation will be reviewed on
an annual basis.
You would participate in the increase in the equity value of the Company through
an initial grant to purchase 100,000 shares of the Company's common stock under
its Stock Option Plan. The options will be Incentive Stock Options (ISO's) to
the maximum extent permitted. The balance will be Non Qualified Options. The
exercise price of these options would be equal to the closing price for the
Company's shares on NASDAQ on the date you begin employment with the Company. We
understand that you will initially work on a part time basis and become a full
time employee no later than July 15, 1994. The option would become exercisable
10% after six months from the employment date and thereafter ratably over the
succeeding 54 months.
The Company anticipates issuing additional stock options to its senior
management in subsequent years, subject to management performance, and you would
be eligible for such grants. To provide a measure of the options you could
expect to be granted during the next two years, it is agreed that your target
grant
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Lawrence W. Briscoe
June 3, 1994
Page Two
amount for 1995 and 1996 would be 25,000 shares per year. In subsequent years
you would also be eligible for additional grants. The amount of all future
grants of stock options is subject to approval of the Board of Directors.
The Company is currently giving consideration to establishing separate
subsidiaries for various lines of it business with the possibility of
subsequently financing these businesses separately. If it proceeds with an
alternative of this nature and provides an ownership interest in these companies
to senior management of Catalytica, you would be eligible to participate in such
a program. Clearly you would also participate if you were a member of the senior
management of the subsidiaries.
If the Company undergoes a "Change in Control," and thereafter you are
terminated for any reason, or your compensation, benefits or responsibilities
are significantly changed, then any unvested options you hold to purchase shares
of the Company's common stock would vest immediately. Under such circumstances
you would also be entitled to receive continuation of your base compensation for
a period of 18 months if such event occurs within the first 12 months from the
date of your employment, for a period of 12 months if it occurs thereafter. For
purposes of this paragraph, a "Change in Control" is defined as the acquisition
of securities of the Company constituting in excess of 50% of its voting
securities by any party or affiliated group of parties.
Since you, as well as all other employees, are employed at will, the Company
will continue your base salary for a 6 month period if you are terminated at any
time within the first 24 months of your employment for any reason except cause.
You would participate in the Company's benefit plans on the same basis as other
senior Company officers.
Please confirm your acceptance of the position of Vice President and Chief
Financial Officer of Catalytica, Inc. on the terms specified above by signing
below and returning a signed copy of this agreement to me. Following your
acceptance, I will have a more detailed agreement prepared reflecting the
provisions of this letter.
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Lawrence W. Briscoe
June 3, 1994
Page Three
I look forward to working with you and developing Catalytica to its full
potential.
Very truly yours,
/s/ Ricardo B. Levy
Ricardo B. Levy
President and Chief Executive Officer
Agreed and accepted:
/s/ Lawrence W. Briscoe June 4, 1994
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Lawrence W. Briscoe Date
