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Exhibit 10.45
PHARMACYCLICS, INC.
995 East Arques Avenue
Sunnyvale, CA 94086-4593
March 23, 2000
Dear Cynthia:
On behalf of the Company's Board of Directors, I am pleased to make you
an offer to join the Company as its Senior Vice President and General Counsel.
The purpose of this letter is to set forth the terms of your proposed employment
with the Company, including your compensation level and benefit entitlements.
1. EMPLOYMENT AND DUTIES.
A. The Company will employ you as Senior Vice President and
General Counsel, commencing not later than May 1, 2000, and you will accordingly
make yourself available on a full-time basis to assume that position on or
before such date. In that position, you will report directly to the President.
B. You will perform the duties inherent in your position in good
faith and to the best of your ability and will render all services which may be
reasonably required of you in such position. While you are employed with the
company, you will devote your full time and effort to the business and affairs
of the Company. Your principal place of operations will be at the Company's
corporate offices, which are presently located in Sunnyvale, California.
2. COMPENSATION.
A. Your initial base salary will be at the rate of $250,000 per
year. Your base salary will be subject to adjustment by the Company's Board of
Directors for each calendar year of service following the 2000 calendar year.
B. Your base salary will be paid at periodic intervals in
accordance with the Company's payroll practices for salaried employees.
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C. The Company will deduct and withhold, from the base salary and
bonuses payable to you hereunder, any and all applicable Federal, state and
local income and employment withholding taxes and any other amounts required to
be deducted or withheld by the Company under applicable statute or regulation.
3. EMPLOYEE STOCK OPTIONS. As soon as possible after you join the
Company as Senior Vice President and General Counsel, you will be granted a
stock option to purchase 100,000 shares of Pharmacyclics Common Stock. The
option will have an exercise price equal to 100% of the fair market value of the
Pharmacyclics Common Stock on the grant date and will have a maximum term of 10
years, subject to earlier termination upon your cessation of employment with the
Company. The option will become exercisable as follows: the option will become
exercisable for 20,000 shares upon completion of one year of service after your
date of hire, the option will become exercisable for the remaining 80,000 shares
in a series of 48 equal successive monthly installments upon completion of each
month of service thereafter. All vesting under your option will cease upon your
termination of employment. The remaining terms and conditions of your option
will be in accordance with the standard provisions utilized for stock option
grants under the Company's 1995 Stock Option Plan.
4. EXPENSE REIMBURSEMENT. You will be entitled to reimbursement from the
Company for all customary, ordinary and necessary business expenses incurred by
you in the performance of your duties hereunder, provided you furnish the
Company with vouchers, receipts and other details of such expenses within thirty
(30) days after they are incurred.
5. FRINGE BENEFITS. You will be eligible to participate in any group
life insurance plan, group medical and/or dental insurance plan, accidental
death and dismemberment plan, short-term disability program and other employee
benefit plans, including the Section 401(k) plan and the Employee Stock Purchase
Plan, which are made available to executive officers of the Company and for
which you otherwise qualify.
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6. VACATION. You will accrue paid vacation benefits in accordance with
the Company policy in effect for executive officers.
7. RESTRICTIVE COVENANTS. During the period of service as Senior Vice
President and General Counsel:
(i) you will devote your full working time and effort to the
performance of your duties as Senior Vice President and
General Counsel; and
(ii) except as approved by the President & CEO you will not
directly or indirectly, whether for your own account or
as an employee, consultant or advisor, provide services
to any business enterprise other than the Company.
However, you will have the right to perform such incidental
services as are necessary in connection with (a) your private passive
investments, (b) your charitable or community activities, and (c) your
participation in trade or professional organizations, but only to the extent
such incidental services do not interfere with the performance of your services
as Senior Vice President and General Counsel.
8. PROPRIETARY INFORMATION. Upon the commencement of your services as
Senior Vice President and General Counsel, you will sign and deliver to the
Company the standard-form Proprietary Information and Inventions Agreement
required of all key employees of the Company.
9. TERMINATION OF EMPLOYMENT: SALARY CONTINUATION.
A. Your employment as Senior Vice President and General Counsel
pursuant to this agreement will be entirely at will.
B. The Company may terminate your employment under this agreement
at any time for any reason, with or without cause (as defined below), by
providing you with at least thirty (30) days prior written notice. However, such
notice requirement will not apply to the termination of your employment for
cause pursuant to subparagraph D below.
C. You may terminate your employment under this agreement at any
time for any reason upon thirty (30) days prior written notice to the Company.
D. The Company may at any time, upon written notice, terminate
your employment hereunder for cause. Such termination will be effective
immediately upon such notice.
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For purposes of this agreement, your employment with the Company will be
deemed to have been involuntarily terminated for cause if your services are
terminated by the Company for one or more of the following reasons:
(i) acts of fraud or embezzlement or other intentional
misconduct which adversely affects the Company's
business, or
(ii) failure to correct any material deficiency in the
performance of your services as Senior Vice President
and General Counsel within thirty (30) after written
notification of such deficiency from the Board, or
(iii) misappropriation or unauthorized disclosure or use of
the Company's proprietary information.
Please indicate your acceptance of the foregoing provisions of this
employment agreement by signing the enclosed copy of this agreement and
returning it to the Company.
Very truly yours,
PHARMACYCLICS, INC.
By: s/s Richard M. Miller
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Title: President and Chief Executive Officer
ACCEPTED BY AND AGREED TO
Signature: s/s Cynthia J. Ladd
Dated:March 30, 2000
