Light Sciences Oncology
(LIGHT SCIENCES ONCOLOGY
34931 SE Douglas Street, Suite 250, Snoqualmie, Washington
September 21st, 2005
23515 82nd Ave. SE
Woodinville, WA 98072
I am very pleased to confirm our offer of employment with Light Sciences
, Inc. This letter sets forth the terms of your employment.
1. Position and Reporting Relationships. Your job title will be VICE PRESIDENT,
ENGINEERING and you will be reporting to JAY WINSHIP. During your employment,
you will devote your full working time and attention to the business of LSO to
the exclusion of all other business activities and will not be employed (e.g.,
as an employee or independent contractor) by any other business, without the
prior approval of LSO.
(a) You will receive an annual base salary of $155,000.00, subject to
payroll withholding and deductions. The salary will be payable twice per
month in accordance with LSO's standard payroll practices. Your base salary
will be reviewed annually by the appropriate management of LSO.
(b) LSO's management intends to recommend to the Board of Directors that it
approve a performance bonus plan and a stock option plan. The details of
the adopted plans as well as the eligibility and specifics of any awards to
you will be communicated to you after action by the Board of Directors.
3. Benefits. You will be eligible to participate in LSO employee benefit
programs made available to all employees, subject to and in accordance with the
eligibility and other terms and conditions of the applicable programs. These
programs are currently expected to include health care coverage
(medical/dental/vision/prescription), short term and long term disability, group
life and accidental death benefit, travel insurance, flexible spending accounts
for health and dependent care expenses, Employee Assistance Program (EAP) and a
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savings plan. All benefits generally are effective upon your date of hire with
the exception of health coverage, which will be effective on the first of the
month following your date of hire and the flexible spending account which
requires enrollment. Your Light Sciences Corporation ("LSC") health coverage
will continue until the last day of the month in which your employment with LSC
terminates. The details of all these plans will be discussed in our Orientation
Program. Should you have any questions please call Julie Lester at (425)
4. Vacation and Sick Leave. You will be entitled to vacation and sick leave in
accordance with LSO's normal policy as in effect from time to time. Currently,
employees with less than five years of service receive three weeks of vacation
per year, and employees with five years or more of service receive four weeks.
You will receive service credit from your hire date with LSC. Employees
currently earn two weeks of sick leave per year.
5. Confidential Disclosure/Non-Competition Agreement. This offer and your
employment with LSO are contingent upon your execution of LSO's Invention,
Proprietary Information and Noncompetition Agreement prior to or on your start
date, a copy of which will be provided to you. Please review the agreement
carefully and, if appropriate, have your attorney review it as well.
6. At Will Employment. If you accept LSO's offer of employment, you will be an
employee-at-will, meaning that either you or LSO may terminate your employment
at any time for any reason, with or without cause. Any statements to the
contrary that have been made to you, or that may be made to you, by LSO or its
agents or representatives are superseded by this offer letter.
7. Employment Policies. You agree that you will comply with all policies and
procedures of LSO regarding nondiscrimination, harassment, and other
employee-related matters, as updated from time to time. You acknowledge that LSO
may adopt new policies in the future and may change existing policies, and that
your employment is contingent on your compliance with such policies.
8. Immigration. For purposes of federal immigration law, you will be required to
provide to LSO documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to us with
three (3) business days for your date of hire, or our employment relationship
may be terminated.
9. LSC Separation and Release Agreement. You will be required to complete all
new employee paperwork. If you are a current LSC employee, you will be required
to sign a "Separation Agreement and Release from Claims" in the form provided to
10. Release of Employment Records. By accepting this offer of employment, you
consent to the release of your LSC employment file and records to LSO.
Erik, we are very excited that you will be joining our team. Please take time to
consider this offer and its terms. However, this offer will terminate if we do
not receive your written
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acceptance on or before 9/28/2005. In addition, this offer of employment is
contingent upon the closing of the preferred stock financing of LSO. I am
confident that you will make a significant contribution to the challenging work
that we are committed to at LSO. I personally look forward to working with you.
If you have any questions regarding the offer, please call Rick Baldacci at
Please indicate your acceptance of our offer of employment on the terms set
forth in this letter by signing below and returning it to Human Resources, c/o
Julie Lester, at LSO.
LIGHT SCIENCES ONCOLOGY
By: /s/ Llew Keltner
/s/ Erik Hagstrom
Print: Erik Hagstrom Date: 9/23/05
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