Exhibit 10.8


 


[GRAPHIC]


 


ADDENDUM TO OFFER LETTER


 


October 12, 2004


 


Tammy Reilly


 


Dear Tammy:


 


In addition to the terms of the offer letter to you dated September 10,
2004, XDx will offer you up to $15,000 of relocation expenses. To claim the
relocation expense, please submit your expenses, as incurred, using XDx’s
regular expense system.


 


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXPRESSION
  DIAGNOSTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Pierre Cassigneul

  	
   

  
	
   

  	
   

  	
  Pierre
  Cassigneul

  President and CEO

  



 


750 Gateway Boulevard   Suite H   South San
Francisco   California 94080   tel 650 624 0120

fax 650 624 0125   www.xdx.com


 

















 


[GRAPHIC]


 


OFFER
LETTER


 


September 10, 2004


 


Tammy Reilly 




Dear Tammy:


 


I am pleased to offer you a position with Expression Diagnostics, XDx,
Inc. (the “Company”) as Vice President of Commercial Operations, reporting to
Pierre Cassigneul, the Company’s President and CEO. Your full-time employment
with the Company will commence October 1st, 2004.


 


Effective upon commencement of your full-time employment at the Company
you will receive a monthly salary of $18,750.00, 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.


 


Upon commencement of your full-time employment, you will receive a
housing allowance of (i) $3,000 per month payable following the completion of
each of the first twelve (12) months of your employment, (ii) $2,000 per month
following the completion of the subsequent twelve (12) months and (iii) $1,000
per month following the completion of each of the subsequent twelve (12)
months. These housing allowance 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.


 


Following the commencement of your full-time employment, the Company
will pay you a sign-on bonus of $40,000 at the completion of the third month
and a second bonus of $40,000 at the completion of your ninth month.


 


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.


 


Subject to the approval of the Board of Directors of the Company, you
will be granted an option to purchase 2% of the Company’s Common Stock post
Series D close (exact number of shares to be calculated when Series D is
closed). This option shall vest, subject to your continued employment with the
Company, as to one forty-eighth (l/48th) of the total number of shares subject
to the option 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.


 


750 Gateway Boulevard   Suite H   South
San Francisco   California 94080   tel 650 624
0120

fax 650 624 0125   www.xdx.com


 

















 


Additionally, in 2005, you are eligible to receive a special incentive
plan. You will earn a bonus in the form of stock options when you achieve sales
above plan. Specifically for every $ one million of sales above plan, you will
receive 0.1% of stock options. This 2005 bonus is capped at 0.5% even if the
sales are greater than $ five million above plan.


 


In subsequent years 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 2005 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.


 


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

  	
   

  	
   

  
	
  16 day of September,
  2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Tammy Reilly

  	
   

  	
   

  
	
  Tammy
  Reilly

  	
   

  	
   

  



 


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