Exhibit 10.5


 


[GRAPHIC]


 


EXPRESSION DIAGNOSTICS


 


OFFER LETTER


 


November 17, 2006


 


Mr. Mitch Nelles


 


Dear Mitch:


 


I am pleased to offer you a position with Expression Diagnostics, XDx,
Inc. (the “Company”) as Vice President, R&D/Tech Ops, reporting to me, the
Company’s Chief Executive Officer, beginning on December 4, 2006. This position
is a full-time, exempt position.


 


Effective upon commencement of your full-time employment at the Company
you will receive an initial base salary of $18,750.00 per month (equivalent to
$225,000 per year), paid on a semi-monthly basis on our regular paydays.
Deductions required by law or authorized by you will be taken from each
paycheck. 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.


 


To facilitate your move from North Carolina to the Bay Area, we will
provide you with corporate housing and a rental car for your first three (3)
months of employment. At the end of the three month period, you will receive a
housing allowance of (i) $3,000 per month payable following the completion of
each of the subsequent nine (9) months of your employment during the first
year, (ii) $2,000 per month following the completion of each of the subsequent
twelve (12) months and (iii) $1,000 per month following the completion of each
of the subsequent twelve (12) months. These payments will terminate upon the
earlier of (a) the third anniversary of your start date and (b) the termination
of your employment with the company for any reason.


 


The Company will provide relocation expense reimbursement up to a total
of $50,000 including realtor fees for the sale of your home in North Carolina.
To claim the reimbursement, please submit your expenses, as incurred, using the
Company’s regular expense reimbursement system.


 


Between December 1, 2006 and September 1, 2007 the Company will
reimburse you for round trip airfare between San Francisco and North Carolina
every third week. To claim the reimbursement, please submit your expenses, as
incurred, using the Company’s regular expense reimbursement system.


 


Subject to the approval of the Board of Directors of the Company, you
will be granted an option to purchase 180,000 shares of the Company’s Common
Stock. This option shall vest, subject to your continued employment with the
Company, as to one fourth (1/4) of the shares on the one year 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.


 


750 Gateway Boulevard   Suite H   South
San Francisco   California 94080   tel 650 624
0120    fax 650 624 0125   www.xdx.com


 

















 


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. Your employment also is subject to
successful verification of your professional references, and to our standard
pre-employment process, which includes completion of an employment application
and successful completion of a standard background check.


 


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


 


We also ask that, if you have not already done so, you disclose to the
Company any and all agreements relating to your prior employment that may
affect your eligibility to be employed by the Company or limit the manner in
which you may be employed. It is the Company’s understanding that any such
agreements will not prevent you from performing the duties of your position and
you represent that such is the case. Moreover, you agree that, during the term
of your employment with the Company, you will not engage in any other
employment, occupation, consulting or other business activity directly related
to the business in which the Company is now involved or becomes involved during
the term of your employment, nor will you engage in any other activities that
conflict with your obligations to the Company. Similarly, you agree not to
bring any third party confidential information to the Company, including that
of your former employer, and that in performing your duties for the Company you
will not in any way utilize any such information.


 


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 San Mateo County, California.


 


INTENTIONALLY LEFT BLANK


 


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To indicate your acceptance of the Company’s offer, please sign and
date this letter in the space provided below, sign the enclosed Arbitration
Agreement and Employment, Confidential Information, and Invention Assignment
Agreement, and return them to XDx in the enclosed envelope. A duplicate
original offer letter 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. This offer of employment will remain valid through November 22, 2006.


 


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


 


 


	
   

  	
  Sincerely,

  

  EXPRESSION DIAGNOSTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Vikram Jog

  
	
   

  	
  Vikram
  Jog

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED
  AND AGREED TO this

  	
   

  
	
   

  	
   

  
	
  21 day of November, 2006.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mitch Nelles

  	
   

  
	
  Mitch
  Nelles

  	
   

  



 


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