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EXHIBIT 10.25
August 6, 1999
Thomas E. Worthy, Ph.D.
Dear Tom:
I am pleased to offer you the position with Cholestech Corporation (the
"Company") as Vice President - Development, commencing on August 9, 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 Technical Affairs 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 35,000
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 -
Development, as with your prior position, will be 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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Thomas E. Worthy, Ph.D.
August 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 Handbook which the Company will soon
complete and distribute. 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/ Warren E. Pinckert II
Warren E. Pinckert II
President and Chief Executive Officer
ACCEPTED AND AGREED TO this
9 day of August, 1999.
/s/ Thomas E. Worthy, Ph. D.
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Thomas E. Worthy, Ph.D.
Enclosures: Duplicate Original Letter
Employment, Confidential Information and Invention Assignment
Agreement
Arbitration Agreement
