Exhibit 10.9


 


[GRAPHIC]


 


OFFER LETTER


 


February 23, 2004


 


Dr. Tod Klingler


 


Dear Tod:


 


I am pleased to offer you a position with
Expression Diagnostics, Inc. (the “Company”) as Vice President of
Informatics reporting to Dr. Steven Rosenberg, the Company’s Chief
Scientific Officer and a member of the Operating Committee. Your employment
with the Company will commence on or before March 29, 2004.


 


Effective upon commencement of your full-time employment at the Company
you will receive a monthly salary of $13,333.33, which will be paid in
accordance with the Company’s normal payroll procedures. As a Company employee,
you are also eligible to receive certain employee benefits pursuant to the
terms of Company benefit plans as they may exist from time to time.


 


Subject to the approval of the Board of Directors of the Company, you
will be granted an option to purchase 60,000 shares of the Company’s Common
Stock. This option shall vest, subject to your continued employment with the
Company, as to one fourth (l/4th) of the shares on the twelve month
anniversary of your start date, and as to an additional one forty-eighth
(l/48th) of the total number of shares subject to the option at the end of each
calendar month thereafter. Details of the price of these options will be
provided in your stock option grant and determined by the board of directors.


 


In addition, subject to the approval of the Board of Directors of the
Company, you will be granted a second option to purchase 15,000 shares of the
Company’s Common Stock, upon the successful completion of a validation study in
diagnosis of cardiac transplant rejection (anticipated May/June). This option
shall be fully vested as of the grant date.


 


You should be aware that your employment with
the Company is for no specified period and constitutes at will employment. As a
result, you are free to resign at any time, for any reason or for no reason.
Similarly, the Company is free to conclude its employment relationship with you
at any time, with or without cause.


 


For purposes of federal immigration law, you
will be required to provide to the Company documentary evidence of your
identity and eligibility for employment in the United States. Such
documentation must be provided to us within three (3) business days of
your date of hire, or our employment relationship with you may be
terminated.


 


750 GATEWAY BOULEVARD, SUITE H, SOUTH SAN
FRANCISCO, CA 94080

PHONE (650) 624-0120 • FAX (650) 624-0125


 

















 


As a condition to your employment with the Company, you will be
required to sign the Company’s standard “Employment, Confidential Information,
and Invention Assignment Agreement,” a copy of which is enclosed.


 


You have told the Company that your signing of this letter, the
issuance of the stock option to you, and your commencement of employment with
the Company do not violate any agreement you have with your current employer;
your signature confirms this representation.


 


In the event of any dispute or claim relating to or arising out of our
employment relationship, you and the Company agree that all such disputes shall
be fully and finally resolved by binding arbitration conducted by the American
Arbitration Association in Santa Clara County, California; provided,
however that this arbitration provision shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of the Company’s
trade secrets or proprietary information.


 


To indicate your acceptance of the Company’s offer, please sign and
date this letter in the space provided below, sign the enclosed Employment,
Confidential Information, and Invention Assignment Agreement, and return them
to me. A duplicate original is enclosed for your records. This letter, along
with the Employment, Confidential Information, and Invention Assignment
Agreement, set forth the terms of your employment with the Company and
supersede any prior representations or agreements, whether written or oral.
This letter may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument. This letter may not be modified or amended except by a written
agreement, signed by the Company and by you.


 


We look forward to working with you at Expression Diagnostics, Inc.


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXPRESSION
  DIAGNOSTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Pierre G. Cassigneul

  
	
   

  	
   

  	
  Pierre
  Cassigneul

  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED TO this

  	
   

  	
   

  
	
  1st
  day of March, 2004.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Tod M. Klingler

  	
   

  	
   

  	
   

  	
   

  
	
  Dr. Tod
  Klingler

  	
   

  	
   

  
						



 


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