Vice President of Human Resources Employment Agreement

Exhibit 10.61


April 30, 2003


Frederick J. Schreiber

45 Sioux Lane

San Ramon, CA 94583


Dear Fred:


On behalf of InterMune, Inc. (the "Company"), we are pleased to offer you the position of Senior Vice President of Human Resources, reporting to me.


The key terms of your employment will be as follows:


1. You will receive a base salary of $16,666.67 per month, paid on a semi-monthly basis. In addition, you will be eligible for an annual bonus based on the Company's and your year-end performance as determined by your performance versus MBO's which will be subsequently established between you and I upon your starting. Historically, bonuses for a Senior Vice President level have been at least 20% of their base salary. It is understood that you will be eligible for a full year participation in said bonus plan for 2003. Annual reviews for merit performance, bonus and stock typically occur in the first quarter of the new fiscal year (i.e., January March).


2. As a full-time employee of the Company, you will be eligible for the Company's standard benefits package including medical, dental, vision, the Employee Stock Purchase program, 401K Retirement Plan and our Flexible Spending Plan among other coverages. Your position is exempt, and you will not be eligible for overtime.


3. You will be granted an option to purchase 85,000 shares of the Company's common stock. Your right to exercise the shares of this option will be subject to a vesting schedule, such that 85,000 shares of your option will be fully vested at the end of four years completed employment. Your vesting will begin on your first day of your employment with us; however, it is subject to a ...