EXHIBIT 10.9
HANA BIOSCIENCES, INC.
000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxx Xxxxxxxxx, XX 00000
October 21, 2004
Xx. Xxxxxxx X. Xxxx, M.D.
0000 Xxxxxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Xxxx:
On behalf of Hana Biosciences, Inc. (the "Company"), I wanted to again
let you know how pleased we are that you will be joining the Company as its Vice
President, Chief Medical Officer. As you know, you and the Company have entered
into an Employment Agreement dated October 21, 2004 (the "Employment
Agreement"), which sets forth certain terms and conditions of your employment
with the Company. In addition to the terms of the Employment Agreement, you and
the Company have also agreed as follows:
1. Housing Subsidy. You are entitled to receive from the Company a
housing subsidy in an amount not to exceed the annual sum of Seventy Three
Thousand Dollars ($73,000) (the "Housing Subsidy"). The Housing Subsidy shall be
reviewed annually by the CEO and Board of Directors (or the Compensation
Committee thereof) during the Term (as defined in the Employment Agreement). The
Housing Subsidy shall be payable on a monthly basis, on the first day of each
calendar month.
2. Signing Bonus. The Company will pay you a bonus of $25,000 within 10
days following the "Effective Date" (as defined in the Employment Agreement) as
reimbursement for moving expenses.
3. Incentive Bonus. You will also be eligible to receive periodic
incentive bonuses based upon the successful accomplishment of milestones to be
determined by the Chief Executive Officer of the Company. Target bonus for 2004
is 30% of the prorated amount of your Base Salary paid in 2004, and will be
determined by the Board thereafter.
4. Withholding. The Company shall withhold all applicable federal,
state and local taxes and social security and such other amounts as may be
required by law from all amounts payable to you under this letter agreement.
5. Stock Options. As additional compensation for the services to be
rendered by you pursuant to the Employment Agreement, the Company shall grant to
you stock options ("Stock Options") to purchase 150,000 shares of Common Stock
of the Company. The Stock Options shall vest, if at all, in three (3) equal
installments on each anniversary of your employment or the Effective Date with
an exercise price of $2.39. In connection with and as a condition to such grant,
you shall enter into the Company's standard stock option agreement which will
incorporate the foregoing vesting schedule and the Stock Option related
provisions contained in Section 9 of the Employment Agreement. The Board of
Directors (or the Compensation Committee thereof) will annually review the
number of Stock Options granted to you to determine whether an additional grant
of stock options is warranted.
Please acknowledge your agreement to the above terms by signing below
and returning to me at your earliest possible convenience.
Sincerely,
Hana Biosciences, Inc.
By: /s/ Xxxx X. Xxx
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Xxxx X. Xxx
Its President & Chief Executive Officer
Acknowledgment
I understand, acknowledge and agree to the terms and conditions set
forth in this letter agreement.
Dated: October 26, 2004 /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, M.D.
