a5534243ex10_1.htm


    Exhibit
      10.1

     

    
      	
              Dyax
                Corp.

              300
                Technology Square 

              Cambridge,
                MA 02139

            	
              

               

            


    

    


     

    CONFIDENTIAL
      DOCUMENT

     

    September
      18, 2007

     

    Dr.
      William Pullman 

    193
      Hutchins Rd 

    Carlisle
      MA 01741

     

    Dear
      Bill,

     

    On
      behalf
      of Dyax Corp., this letter will confirm our offer of employment to you for
      the
      position of Executive Vice President and Chief Development Officer. The terms
      of
      our offer are as follows:

     

    Supervision:

     

    You
      will
      be reporting directly to the Company's Chairman, President and Chief Executive
      Officer, Henry Blair.

     

    Responsibilities:

     

    As
      Executive Vice President and Chief Development Officer, you will be responsible
      for (i) supervising and managing the strategic operation of the Clinical,
      Medical Affairs, Regulatory, Quality and Program Management departments (ii)
      such other duties as the Company's President shall designate. All such duties
      will be performed and discharged, faithfully, diligently and to the best of
      your
      ability and in compliance with all applicable laws and regulations. In
      performing these duties, you agree to devote substantially all of your working
      time and efforts to the business and affairs of Dyax and its
      affiliates.

     

    Salary
      and Bonus:

     

    As
      an
      exempt employee you will receive an annual salary of $325,000 to be paid in
      accordance with Dyax's standard payroll practice. Currently, our payroll is
      paid
      on a bi-weekly basis.

     

    In
      addition to your base salary, you will be eligible for an annual bonus targeted
      at thirty-seven and half percent (37.5%) of your base salary. Bonus eligibility
      and amounts will be subject to (i) the attainment of specific departmental
      objectives (1/2 weight) and corporate objectives (1/2 weight). For exceptional
      performance beyond specified goals, target bonuses can be adjusted up to 120%
      in
      any category (departmental
      and/or corporate). Please note however, that you must be an employee at the
      time
      of the scheduled bonus payment to receive the bonus. For the calendar year
      ending December 31, 2007 your determination of eligibility and amounts for
      this
      bonus will be based on your annual salary of your $325,000 and will not be
      prorated. The actual plan for each year is subject to the approval of the
      Compensation Committee of the Board of Directors.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Additionally,
      Dyax will provide you a sign on bonus of $50,000.00 to be payable in your first
      paycheck in accordance with Dyax's normal payroll procedures. Please note that
      if you are terminated for cause or voluntarily resign your position within
      the
      first year from your start date, you will need to repay the sign on
      bonus.

     

    Stock
      Options:

    


    Effective
      as of the first day of your employment, Dyax will grant you an Incentive Stock
      Option to purchase 100,000
      shares of Dyax common stock at a purchase price equal to the closing price
      of
      Dyax's common stock on the first day of your employment. The option will be
      subject to the provisions of Dyax's 1995 Equity Incentive Plan (the "Plan")
      and
      the Stock Option Award Agreement to be entered into by you and Dyax following
      the grant, which in relevant part will require that such option (i) vests in
      equal monthly installments over four years; (ii) expires 10 years from the
      grant
      date; and (iii) may be exercised (as to the vested portion) for ninety (90)
      days
      following the termination of your employment.

     

    Benefits:

     

    You
      will
      eligible to participate in Dyax's employee benefits in the same manner provided
      generally to Dyax's exempt employees, including health and dental insurance,
      401(k) savings plan, disability insurance and life insurance. A package
      describing these benefits is enclosed.

     

    Vacation:

     

    Over
      the
      first year of your employment, you will accrue 20 days of vacation. Thereafter,
      you will continue to accrue according to the Dyax vacation policy, up to a
      maximum of thirty (30) days of vacation per year. All vacation is to be taken
      in
      accordance with Dyax's vacation policy. In addition, should you become ill,
      you
      will be allowed up to five (5) paid sick days, provided that any unused sick
      days will not to be carried over from year to year and will not to be cashed
      out
      upon termination.

     

    Termination:

     

    All
      employees at Dyax are employed at will. "Employment at will" refers to the
      traditional relationship between employer and employee, allowing either party
      to
      unilaterally terminate the employment relationship. While we ask that all senior
      executives provide at least ninety (90) days prior notice, you will be free
      to
      resign at any time. Similarly, Dyax reserves the right to terminating your
      employment at any time, with or without cause and with or without prior
      notice.

     

    However,
      in the event you are terminated by the Company without "cause," Dyax agrees
      to
      continue paying you your monthly base salary for six (6) months as severance.
      All accrued vacation time will be paid upon termination.
      Medical and dental benefits will continue during the period when you are
      receiving severance and all accrued vacation time will be paid upon termination.
      Other than these benefits and your rights under COBRA, all other benefits and
      vesting of your stock options will terminate as of your date of
      termination.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    If
      your
      employment is terminated for "cause" by the Company or is terminated by you
      for
      any reason, your compensation, benefits, and stock option vesting will cease
      as
      of the termination date. For purposes of this offer, "cause" will
      mean:

     

    
      
        	 	
                (i)

              	
                the
                  willful and continued failure by you to perform your duties with
                  the
                  Company (other than any such failure resulting from your incapacity
                  due to
                  physical or mental illness), as determined by the Company's CEO;
                  or

              
	 	
                (ii)

              	
                any
                  act of material misconduct (including insubordination) or the commission
                  of any act of dishonesty or moral turpitude in connection with
                  your
                  employment, as determined by the Company's CEO; or

              
	 	
                (iii)

              	
                the
                  conviction of a felony or a crime involving moral
                  turpitude.

              


      

    

     

    Change
      of Control Agreement:

     

    Additionally,
      the company has agreed to provide you with additional benefits in the event
      your
      employment within the company is terminated after a "change in control" on
      the
      same terms as has previously been offered to other senior executives of the
      company. A copy of the letter containing such terms (the `Change of Control
      Agreement") is enclosed for your review.

     

    Confidentiality
      Agreement:

     

    You
      will
      be required to sign Dyax's Standard Employee Confidentiality Agreement on or
      before your first day of work. A copy is enclosed for your review. The
      Confidentiality Agreement obligates you not to disclose confidential information
      you may learn during your employment with Dyax, to assign to Dyax rights in
      inventions or other intellectual property developed in the course of your
      employment and not to solicit employees or business away from, or engage in
      competition against, Dyax for a period of one year following any termination
      of
      your employment.

     

    Additional
      Documents and Company Policies:

     

    You
      will
      also be required to sign a Certificate of Acknowledgment under which you
      acknowledge that you have read and agree to comply with Dyax' s Corporate
      Communications, Disclosure and Insider Trading/Reporting Policy, Dyax' s Code
      of
      Ethics and the Audit Committee Procedures for Handling Complaints. A copy of
      each of these documents is also enclosed. Any failure by you to abide by the
      Company's internal policies shall be considered material
      misconduct.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    If
      this
      offer letter correctly sets forth our agreement on the subject matter hereof,
      kindly sign and return to Dyax the enclosed copy of this letter, along with
      the
      Change of Control Agreement and Confidentiality Agreement referenced above.
      Such
      documents will then constitute the complete agreement with respect to your
      employment by Dyax, and will supercede all prior oral or written agreements
      relating to such matters, including, without limitation, the Consulting
      Agreement.

    
      

      

    

     

    Sincerely,

     

    /s/
      Henry E. Blair

    
      Henry
        E.
        Blair

    

    
      Chairman,
        President and Chief Executive Officer

       

    

     

    I
      acknowledge receipt and agree with the foregoing terms and
      conditions.

     

    /s/
      William Pullman

    William
      Pullman MD

    


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