genelabs-ex10.htm


     

    
      EXHIBIT
        10.1

      


      


      


      October
        17, 2007

      


      


      


      Mr.
        Frederick W. Driscoll

      15
        Crestwood Road

      North
        Reading, MA 01864

      


      Re:  Employment
        with Genelabs Technologies, Inc.

      


      Dear
        Fred:

      


      On
        behalf of Genelabs Technologies, Inc. (“Genelabs” or the “Company”) I am very
        pleased to extend you this offer of employment with the Company as Chief
        Financial Officer, reporting to me.  This position is a full-time,
        exempt position commencing on November 1, 2007.  This offer will
        expire at 5:00 p.m. Pacific time on October 22, 2007 unless earlier accepted
        by
        you.

      


      Your
        employment is subject to proof of your legal right to work in the United
        States,
        and to your completing the Employment Eligibility Verification Form
        I-9.  Your employment also is subject to the completion of our
        standard pre-employment process, which includes an employment application,
        successful verification of your professional and character references, and
        a
        background check.

      


      Compensation

      


      
        	
                If
                  you accept this offer and begin employment, you will receive an
                  initial
                  base salary of $25,000 per month (equivalent to $300,000 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.  In lieu of relocation or other forms of financial
                  assistance, you will be paid a gross one-time bonus of $75,000,
                  which will
                  be divided into two equal payments of $37,500 each.  The first
                  payment will be made in conjunction with the pay period which most
                  closely
                  coincides with the completion of one month of employment (on or
                  about
                  December 1st) and the second after six months of employment (on
                  or about
                  May 1, 2008).  As a condition of receipt of this bonus, you
                  agree that in the event that you voluntarily end your employment
                  with
                  Genelabs within 12 months of your date of hire, you will immediately
                  reimburse Genelabs the full amount of bonus paid to you up to the
                  date of
                  your resignation.

              


      

      


      In
        addition to your base salary, you will also be eligible to participate in
        our
        discretionary incentive bonus program designed to provide a financial reward
        for
        achieving performance goals, currently as described in the Genelabs
        Technologies, Inc. Annual 

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      Bonus
        Plan.  Measurement of achievement under this plan is based on the
        Company’s achievement of its objectives as determined by the Board of Directors
        and your individual performance against your goals as agreed to by you and
        me in
        consultation with the Board of Directors.  Currently the targeted
        bonus level for this position is 35% of base salary taking into account the
        performance criteria set forth above; however, you will not be eligible for
        a
        bonus payment under the bonus plan in 2008 because you are starting employment
        late in 2007.

      


      You
        will also be eligible to participate in the Company’s 2007 Omnibus Stock
        Incentive Plan (the “Stock Incentive Plan”).  The grant of an option
        to purchase up to 200,000 shares of the Company’s common stock under the Stock
        Incentive Plan will be recommended to the Company’s Board of Directors on your
        behalf and will be subject to their approval.  The date of the grant
        and the option exercise price will be in accordance with the terms of the
        Stock
        Incentive Plan.  All option grants are governed by the
        terms  of the Stock Incentive Plan and are subject to approval by the
        Board of Directors.

      


      As
        an officer of the Company, you will also enter into an Indemnity Agreement
        and
        an agreement setting forth certain benefits in the event of a change in control
        of the Company.

      


      Employee
        Benefits

      


      As
        a full-time employee, you will be eligible for our standard employee benefit
        programs including health, life and short and long-term disability insurance,
        flexible benefits, Employee Stock Purchase Plan (ESPP), and 401(k) tax deferred
        savings plan. Your eligibility for medical, dental, vision, and life insurance
        as well as the flexible benefits plan begin on your date of
        hire.  Disability, ESPP, and 401(k) eligibility commence after a
        waiting period.

      


      Genelabs
        reserves the right to modify, amend or discontinue any benefit plan at any
        time,
        in its sole discretion.  You may receive such other benefits as we may
        determine from time to time, in our sole discretion.

      


      Other
        Terms and Conditions of Employment

      


      Employment
        with Genelabs is at will.  “Employment at will” means that you are
        free to resign from your employment at any time, for any reason, with or
        without
        cause and with or without notice.  Similarly, Genelabs may terminate
        your employment at any time for any legal reason or for no reason, with or
        without cause and with or without notice.  By accepting this offer of
        employment, you agree that your employment is at will, and acknowledge that
        no
        one, other than the President and Chief Executive Officer, has the authority
        to
        promise you anything to the contrary.  Any such agreements must be in
        writing and signed by both you and the President and Chief Executive Officer
        to
        be effective.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      We
        believe that your employment with Genelabs requires a significant
        commitment.  Employment with any other entity, or for yourself in
        competition with the Company or any of its subsidiaries, is not permitted
        with
        the sole and limited exception that you will be permitted to serve as a member
        of the board of directors of entities which you disclose to me and upon which
        we
        agree and the boards of any not-for-profit charitable or educational
        organizations on which you may serve now or in the future.

      


      Prior
        to commencing your employment with Genelabs you agree to provide to the Company
        a brief profile of all entities you currently serve as a board member including
        a brief profile of the entities’ business, list of officers, directors and major
        shareholders and copies of any and all indemnity agreements you have with
        the
        entities and their directors and officers liability insurance
        coverage.

      


      Upon
        commencement of employment you will also execute the Genelabs Technologies,
        Inc.
        Employee Invention and Confidentiality Agreement.

      


      The
        terms described in this letter replace all prior agreements, understandings,
        and
        promises between Genelabs and you concerning the terms and conditions of
        your
        employment with the Company.

      


      Fred,
        I personally look forward to working with you and hope that your association
        with Genelabs will be successful and rewarding.  Please indicate your
        acceptance of this offer by signing this letter below and returning it to
        me as
        soon as possible.  A copy of the letter is enclosed for your
        records.

      


      


      
        	 	 	
                Sincerely,

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                James
                  A.D. Smith

              
	 	 	
                President
                  & Chief Executive Officer

              
	 	 	 	 


      

      


      
        	
                Accepted
                  and Agreed:

              
	 
	 
	
                _________________________

              
	
                Frederick
                  W. Driscoll

              
	 
	 
	
                _________________________

              
	
                Date