Exhibit 99.1
XENOMICS, INC.
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
September 3, 0000
Xx. Xxxxx Xxxxx
Xxxxxx Xxxxx Xx, XX 00000
Dear Xxxxx:
This letter sets forth the principal terms and conditions under which
Xenomics, Inc. (the "Company") proposes to employ you (the "Executive"). The
principal terms and conditions are as follows:
1. Position: You shall be employed by the Company to serve as
Chief Executive Officer.
2. Compensation: You shall be paid an annual base salary of
$215,000 which shall be payable in accordance with the
Company's standard payroll policies.
3. Consulting Fee: You shall be paid a consulting fee of $10,000
for your participation in the Company's presentation in
Germany.
4. Benefits: You shall be eligible to participate in any bonus
and benefits plans which the Company's Board of Directors
shall adopt which shall include, without limitation, medical
insurance coverage. In addition, the Company shall rent for
your benefit a studio apartment in New York, New York.
5. Equity: In addition to your compensation, you shall receive an
aggregate 1,050,000 incentive stock options pursuant to the
Company's stock option plan with an exercise price of $2.25
per share. 300,000 of such options shall vest on the first
anniversary of the date of this letter, 350,000 of such
options shall vest on the second anniversary of the date of
this letter and 400,000 of such options shall vest on the
third anniversary of the date of this letter.
6. Sale: In the event there is a Sale of the Company for
consideration exceeding $9.25 per share, you will be entitled
to a cash bonus of $500,000 and all of your unvested options
shall immediately vest. "Sale" shall mean approval by the
stockholders of the Company of a reorganization, merger or
consolidation of the Company, as a result of which the persons
who were stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not own securities
immediately after the reorganization, merger or consolidation
entitled to more than 50% of the voting power of the
reorganized, merged or consolidated company.
7. Stock Price: At any time during the employment term, in the
event the stock price of the common stock of the Company
exceeds $9.25 for 60 consecutive trading days, all of your
unvested options shall immediately vest.
8. Term: Your employment shall extend for a period of 3 years
from the date of commencement of employment subject to the
Company's right to terminate such employment, with or without
cause, as defined in the definitive employment agreement.
9. Works and Proprietary
Information/Non-Competition/Non-solicitation: You shall be
subject to the Company's standard works and proprietary
information and confidentiality, non-competition and
non-solicitation obligations.
The parties intend that this letter constitutes a binding agreement
between them. This letter is not intended to be a definitive employment
agreement but rather to establish the material terms and conditions under which
the Company would employ you and, accordingly, proceed to the preparation of
definitive documentation.
If the foregoing terms are acceptable to you, kindly so indicate your
acceptance and agreement with XENOMICS, INC. by executing the enclosed copy of
this letter in the space below provided for that purpose, and returning such
copy to me at your earliest convenience whereupon the Company's counsel shall
undertake to prepare definitive documentation which shall contain customary
covenants and conditions satisfactory in form and substance to you and the
Company. .
Very truly yours,
XENOMICS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
President
ACCEPTED AND AGREED:
/s/ Xxxxx Xxxxx
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Dr. Xxxxx Xxxxx
