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EXHIBIT 10.28
October 6, 1999
Timothy I. Still
Dear Tim:
I am pleased to offer you the position with Cholestech Corporation (the
"Company") as VICE PRESIDENT OF SALES AND MARKETING, DIAGNOSTIC PRODUCTS,
commencing on OCTOBER 15, 1999. Should you accept this offer, you will receive a
monthly salary of $10,833.33, which will be paid semi-monthly in accordance with
the Company's normal payroll procedures. You will also be eligible to
participate in Cholestech's Management Incentive Bonus Program. Your transfer
from Director of Marketing will not change your current benefits. You should
note, however, that the Company may modify salaries and/or benefits from time to
time as it deems necessary.
If you decide to accept this offer, I will recommend to the Board of Directors
of the Company that, at the next Board meeting following your date of transfer,
you be granted an incentive stock option entitling you to purchase up to 24,000
shares of Common Stock of the Company at the then current fair market value as
determined by the Board at that meeting. Such options shall be subject to the
terms and conditions of the Company's Stock Option Plan and Stock Option
Agreement, including vesting requirements.
You should be aware that your employment with the Company as Vice President of
Sales and Marketing, as with your prior position, is for no specified period and
constitutes at-will employment. As a result, you are free to resign at any time,
for any reason or for no reason. Similarly, the Company is free to conclude its
employment relationship with you at any time, with or without cause, and with or
without notice. If Cholestech terminates your employment without cause, you will
be eligible to receive a severance amount equal to six months salary, at the
rate of salary in effect immediately prior to such termination and any bonus
earned during your employment (minus applicable withholding). Additionally, if
the Company terminates your employment without cause, your stock option vesting
may be accelerated for six months from the date of termination. You may exercise
the vested options according to the terms and conditions of the Company's Stock
Option Plan and Stock Option Agreement. Please note that these provisions
concerning severance pay and stock options do not change your at-will employment
status and are contingent upon your execution of a severance agreement and
release, which will be presented to you at such time.
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Timothy I. Still
October 6, 1999
Page Two
As a Vice President, you will, of course, be expected to continue to abide by
Company rules and standards and you will be specifically required to sign an
acknowledgment that you have read and that you understand the Company's rules of
conduct which are included in the Company's Personnel Policy and Procedure
Manual. Additionally, as a condition of your promotion, you will also be
required to sign and comply with both the Company's Employment, Confidential
Information, and Invention Assignment Agreement and the Company's Arbitration
Agreement. These agreements will supersede the Employment, Confidential
Information, and Invention Assignment and Arbitration Agreement, which you
previously signed upon joining Cholestech.
To indicate your acceptance of this offer, please sign and date this letter in
the space provided below and return it to the Human Resources Department. A
duplicate original is enclosed for your records. This letter, along with the
agreements relating to proprietary rights between you and the Company, set forth
the terms of your employment with the Company and supersede any prior
representations or agreements, whether written or oral. This letter, including,
but not limited to, its at-will employment provision, may not be modified or
amended except by a written agreement signed by the Company President and you.
Sincerely,
/s/ Robert J. Dominici
Executive Vice President
Robert J. Dominici
ACCEPTED AND AGREED TO this
15 day of October, 1999.
/s/ Timothy I. Still
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Timothy I. Still
Enclosures: Duplicate Original Letter
Employment, Confidential Information and Invention Assignment
Agreement
Arbitration Agreement
