Cfo Employment Agreement

Exhibit 10.46


July 22, 2004

William J. Dawson


Dear Bill ,


As we discussed, this letter (the "Agreement") sets forth the terms and conditions of your offer of employment with Cerus Corporation ("Cerus" or the "Company").


Position, Duties and Reporting Relationship


You will serve in an executive capacity and shall perform the duties of Vice President, Finance and Chief Financial Officer ("CFO"). You will work out of the Company's headquarters in Concord, California. In this position, you will report to Claes Glassell, President and Chief Executive Officer. As CFO, your responsibilities will include, but not be limited to, investor relations, financial community relations, financial analysis, planning and long range projections, other business financings and overall financial responsibilities. The Company may modify your position, duties, reporting relationship and work location from time to time at its discretion.


Base Salary and Bonus Compensation


You will be paid semi-monthly at the rate of $10,416.67, which calculates to an annual salary of $250,000 (the quoting of an annual salary is for illustrative purposes only).


You will be eligible to participate in the Company's Cash Bonus Plan for Senior Management of Cerus Corporation, in accordance with the terms, conditions and limitations of the plan. The maximum bonus opportunity in 2004 for your position is 35% of base salary, pro-rated to your start date. You must remain employed through the end of the year in order to earn and be eligible to receive a bonus, and no pro rata or partial bonuses will be provided. Annual bonuses are not guaranteed and such bonuses, if any, are awarded at the sole discretion of the Company's Board of Directors ("Board"). No bonuses are earned until the Board confirms such bonuses in writing. The Board shall have the sole discretion to change or eliminate the annual bonus program at any time, and to determine the amount of bonus earned, if any.


The Company may modify your compensation from time to time as it deems necessary.


Stock Option Grant


Subject to approval by the Board, you will receive a stock option to purchase one hundred fifty thousand (150,000) shares of the Company's Common Stock pursuant to the Company's 1999 Equity Incentive Plan (the "Plan") at an exercise price equal to the fair market value of such shares at the time of grant as determined by the Board (the


"Option"). The Option shall be subject to the terms and conditions of the Plan and your Option agreement, which will include the following four-year vesting schedule subject to your continued employment with the Company: one eighth (1/8th) of the shares subject to the Option shall vest six (6) months after the vesting commencement date, and one forty-eighth (1/48th) of the shares subject to the Option shall vest on the first day of each month thereafter.


Employee Benefits and Vacation Accrual Rate


Subject to the terms, conditions and limitations of the Company's benefit plans, you will be eligible to participate in Cerus' standard employee benefits plans which include employer-subsidized medical, dental and vision care coverage, long term disability insurance, life insurance, a 401(k) plan, and, upon meeting eligibility requirements, participation in Cerus' Employee Stock Purchase Plan. The Employee Stock Purchase Plan gives employees an opportunity to obtain an equity position in Cerus Corporation at a favorable price. You will accrue paid vacation at an initial annual rate of three (3) weeks per completed year of active employment. Cerus may modify benefits and vacation accrual rate from time to time as it deems necessary.


Compliance with Company Policies; Proprietary Information and Inventions Agreement


As a Company employee, you will be expected to abide by Company policies and procedures and acknowledge in writing that you have read and will comply with the Company's Employee Handbook. Furthermore, you must read, sign and comply with the enclosed Employee Proprietary Information and Inventions Agreement (the "Proprietary Information Agreement") as a condition of your employment.


Third Party Information


In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other third party to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or ...