Exhibit 10.6


 


[GRAPHIC]


 


OFFER LETTER


 


July 31st, 2006


 


Dr. James P. Yee


 


Dear Jim:


 


I am pleased to offer you a position with Expression Diagnostics, XDx,
Inc. (the “Company”) as Chief Medical Officer, reporting to Pierre Cassigneul,
the Company’s President and CEO. Your full-time employment with the Company
will commence August 1st, 2006.


 


Effective upon commencement of your full-time employment at the Company
you will receive a monthly salary of $20,850.00, 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.


 


Following the commencement of your full-time employment, the Company
will pay you a sign-in bonus of $40,000 at the completion of the third month.
After nine months of employment the Company will pay you a second bonus of
$50,000. At the end of the 2007 calendar year the company will pay you a third
bonus of $30,000.


 


During the first year of your employment if you chose to relocate
closer to the new address of the Company in Brisbane, California, the Company
will pay for expenses related to your relocation, up to an amount of $40,000
(covered expenses could be closing costs, moving costs etc).


 


In recognition of your past experience, the Company grants you four
weeks of vacation per year which will begin to accrue on day one of your
employment at the Company. It is understood that you will be eligible to take a
four week vacation at the beginning of your employment with XDx.


 


The Company understands and agrees that you may spend as much as eight
(8) hours a week in consulting services to Celera until the end of October
2006.


 


Subject to the approval of the Board of Directors of the Company, you
will be granted an option to purchase 200,000 shares of the Company’s Common
Stock post Series E close. One fourth of this option will vest 12 month after
your actual start date, subject to your continued


 


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


 

















 


employment with the Company, in
the subsequent 36 months the option will vest as to one forty-eighth (1/48th)
of the total number of shares at the end of each calendar month. Details of the
price of these options will be provided in your stock option grant and
determined by the board of directors.


 


Starting in 2007 you will be eligible for bonus plans that will be
devised to maximize the company value and give you incentive to contribute to
the value creation. These plans may or may not include stock options, cash,
other possible incentives and any combination of these. Each annual incentive
plan for the years beyond 2007 will be communicated to you prior to the
beginning of the each new fiscal year.


 


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.


 


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 Santa Clara County, California.


 


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


 


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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 July 1st, 2006.


 


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


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  EXPRESSION
  DIAGNOSTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Pierre
  G. Cassigneul

  	
   

  
	
   

  	
  Pierre G.
  Cassigneul

  President and CEO

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  
	
  1st day of
  August, 2006.

  	
   

  
	
   

  	
   

  
	
  /s/ James P.Yee

  	
   

  
	
  Dr. James
  Yee

  	
   

  



 


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