Exhibit 10.29
[ON COTHERIX, INC. LETTERHEAD]
Delivered via Federal Express and Email February 24, 2006
Abhay Joshi, Ph.D. 8 Twin Branch
Irvine, CA 92620 (714) 544-0729
Dear Abhay: CoTherix, Inc. (the " Company" ) is pleased to offer you employment on the following terms: 1. Position . Your initial title will be Executive Vice President and Chief Technical Officer , and you will initially report to Donald Santel, Chief Executive Officer. This is a full-time exempt position. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.
2. Cash Compensation . Subject to adjustment pursuant to the Company' s employment compensation policies as in effect and revised from time to time:
ullet You will be paid at an annualized rate of $275,000 per year, payable in accordance with the Company' s standard payroll schedule, which is currently semi-monthly.
ullet In addition, you would be eligible to participate in the Company' s bonus program. As currently structured, the bonus program would provide that your target bonus level would be up to thirty-five percent (35%) of your salary earned in 2006 subject to your continued eligibility to participate in the program. The bonus, if any, would be subject to objective and subjective criteria established by the Company, including Company and individual performance. The bonus, if any, for any calendar year would be paid after the Company' s books for that year have been closed and would be paid only if you are employed by the Company at the time of payment.
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Abhay Joshi
February 24, 2006
3. Additional Bonuses.
ullet You will be eligible to receive a $40,000 sign-on bonus (" Sign-On Bonus" ) payable within 30 days of your first date of full-time employment with the Company (" Employment Commencement Date" ).
ullet In addition, you would be eligible to receive a one-time bonus for [* * *] (" [* * *] Bonus" ). If the [* * *] is on or before [* * *], the amount of the [* * *] will be $50,000. If the [* * *] is on or after [* * *] but no later than [* * *], the amount of the [* * *] will be $25,000. No [* * *] would be payable if the [* * *] is later than [* * *]. The [* * *], if any, would be paid within thirty (30) days of the [* * *], only if you are employed by the Company at the time of payment.
4. Expenses Related to Relocating to the San Francisco Bay Area . You agree that you will permanently move to the San Francisco Bay Area within six (6) months following your Employment Commencement Date. In order to assist you in your relocation, the Company will do the following:
ullet Pay up to $4,000 per month to rent temporary housing for you in the San Francisco Bay Area, which housing shall be identified and selected by you, for up to eight (8) months after your Employment Commencement Date (" Rental Expense" ). During your first month of employment, the Company will also reimburse rental car expenses as part of the $4,000 per month Rental Expense. The Company will pay the temporary housing Rental Expense on a monthly basis to your landlord as provided in your rental agreement, a copy of which you agree to provide to the Company. If prior to the end of the eight-month period (a) you complete the sale of your home in Irvine, California, (b) you purchase a home in the San Francisco Bay Area, or (c) your employment with the Company ends for any or no reason, the Company' s obligation to pay the Rental Expense shall terminate and, at the Company' s option, shall be pro-rated for the applicable month.
ullet Reimburse you for reasonable travel expenses for up to six (6) months after your Employment Commencement date for visits between you and your family between the San Francisco Bay Area and Irvine consistent with the Company' s travel policy or as otherwise pre-approved (" Travel Expenses" ).
ullet Reimburse you or pay on your behalf up to $30,000 for the move and temporary storage of your household items from Irvine to the San Francisco Bay Area (" Moving Expenses" ). The Company will, at your option, either (i) reimburse you, in accordance with the Company' s reimbursement policy and systems, for amounts paid to a licensed moving company, or (ii) pay the Moving Expenses directly to a licensed moving company within thirty (30) days after being invoiced for services performed, or on such other terms as may be agreed between the Company and the licensed moving company.
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Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission.
Abhay Joshi
February 24, 2006
ullet Reimburse to you an after-tax amount not to exceed $110,000 in the aggregate for your documented real estate commission paid by you to a broker and other seller-based closing costs for the sale of your home in Irvine occurring within twelve (12) months after your Employment Commencement Date and your documented closing expenses, related to your purchase of a home in the San Francisco Bay Area occurring within twelve (12) months after your Employment Commencement Date (" Real Estate Reimbursement" ). The Company will reimburse you for amounts pursuant to the Real Estate Reimbursement in accordance with the Company' s reimbursement policy and systems.
5. Bonus & Relocation Repayment. In the event that you resign from employment with the Company for any reason or are terminated by the Company for Cause (as defined in this Section) within eighteen (18) months after your Employment Commencement Date, you agree that you will repay to the Company all amounts paid to you or on your behalf (" Repayment Amount" ) pursuant to Sections 3 and 4, including any applicable Sign-On Bonus, [* * *] Bonus, Rental Expense, Travel Expenses, Moving Expenses, and Real Estate Reimbursement. However, if you are subject to an Involuntary Termination (as defined in this Section) that occurs within twelve (12) months after a Change in Control (as defined in this Section) ...
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