**Exhibit 10.14**

 

 

May 10, 2006

 

John Prunty

[address]

 

Dear John:

 

It is with great pleasurethat I offer you the position of Chief Financial Officer with OptimerPharmaceuticals, Inc. reporting to Dr. Michael N. Chang.

 

Associated with thisopportunity, we offer the following compensation and benefits:

 

1.                                       AnnualSalary: $210,000 US Dollars, paid semi-monthly.

 

2.                                       Optimeroffers a competitive benefit package to you and your eligible dependents thatincludes Medical, Dental, 401(k), Vision, and Group Term Life Insurance.

 

3.                                       StockOptions: The Company will provide the Executive with the following long-termincentive compensation arrangement in accordance with the terms of Company’s1998 Incentive Stock Option Plan (“*StockOption Plan*”).

 

Followingcommencement of your employment and pending approval by Optimer’s Board ofDirectors, you will be granted an Option to purchase 220,000 shares ofOptimer Pharmaceuticals, Inc. Common Stock at the exercise price equal tothe fair market value per share of the Common Stock on the date of grant, asdetermined by the Board of Directors. The vesting schedule for this Option isover a four year period with a one-year cliff and monthly thereafter.

 

4.                                       Optimerhas 11 official holidays. In addition, you will begin accruing paidvacation at a rate of 17 days per year (5.67 hours per pay period)beginning with your first pay period as a full-time employee. You will also beprovided with 5 days of sick time per year.

 

5.                                       Severance/Acceleration:

 

a.                                       Ifyour employment is terminated by the Company without Cause (as definedbelow) (other than by reason of death or Disability (as defined in Section 22(e)(3) ofthe Internal Revenue Code of 1986, as amended)), then you shall be entitled toreceive, subject to your execution of a general release of claims containingcustomary provisions and reasonably acceptable to the Company and yourcontinued compliance with the provisions of your Employee ProprietaryInformation Agreement, continued payment of your then current base salarypursuant to the Company’s standard payroll policies and subject to applicablewithholding for a three month period following the date of such termination.

 

b.                                      Ifyour employment is terminated by the Company without Cause (other than byreason of death or Disability) within 12 months after a Change of Control(as defined below), then you shall be entitled to receive, subject to yourexecution of a general release of claims containing customary provisions andreasonably acceptable to the Company and your continued compliance with theprovisions of your Employee Proprietary Information Agreement, continuedpayment of your then current base salary pursuant to the Company’s standardpayroll policies and subject to applicable withholding for a six month periodfollowing the date of such termination, and all of your unvested options shallbecome immediately fully vested.

 

c.                                       Ifyou are terminated without Cause, you shall only be entitled to the benefitsset forth in either Section 5(a) or Section 5(b).

 

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d.                                      Forpurposes herein, “Cause” shall mean (i) failure to perform your assignedduties or responsibilities as a service provider (other than a failureresulting from the your Disability) after notice thereof from the Companydescribing your failure to perform such duties or responsibilities; (ii) yourengaging in any act of dishonesty, fraud or misrepresentation; (iii) yourviolation of any federal or state law or regulation applicable to the businessof the Company or its affiliates; (iv) your breach of any confidentialityagreement or invention assignment agreement between you and the Company(or any affiliate of the Company); or (v) your being convicted of, orentering a plea of *nolo contendere*to, any crime or committing any act of moral turpitude.

 

e.                                       Forpurposes herein, “Change of Control” shall mean (i) a sale, lease ordisposition of all or substantially all of the assets of the Company, or (ii) amerger or consolidation (in a single transaction or a series of relatedtransactions) of the Company with or into any other corporation or corporationsor other entity, or any other corporate reorganization, where the stockholdersof the Corporation immediately prior to such event do not retain more than fiftypercent (50%) of the voting power of and interest in the successor entity(excluding any transactions if the primary purpose of the transaction is toobtain financing from new or existing investors).

 

Please call to discuss astart date.

 

You should be aware thatyour employment with the Company is for no specified period and constitutesat-will employment. As a result, you are free to resign at any time, for anyreason or for no reason. Similarly, the Company is free to conclude itsemployment relationship with you at any time, with or without cause, and withor without notice.

 

For purposes of federalimmigration law, you will be required to provide to the Company documentaryevidence of your identity and eligibility for employment in theUnited States. Such documentation must be provided to us within three (3) businessdays of your date of hire, or our employment relationship with you may beterminated.

 

As a Company employee,you will be expected to abide by company rules and regulations. You willbe specifically required to sign an acknowledgment that you have read andunderstand the company rules of conduct, which is included in our employeehandbook. You will also be expected to sign and comply with an EmployeeProprietary Information Agreement, which requires, among other provisions, theassignment of patent rights to any invention made during your employment at theCompany and non-disclosure of proprietary information. You will receive anelectronic copy of both our employee handbook and our Employee ProprietaryInformation Agreement for your review with this employment offer.

 

We look forward toworking with you as part of the Optimer team. If you accept the position,please sign and return your acceptance letter to Diane McCarty, no later than May 15,2006. If you have any questions, please e-mail or call me or Diane at yourconvenience.

 

Best Regards,

 

Michael Chang

Chief Executive Officer

 

 
| I accept the  offer as stipulated above: | /s/ John Prunty |   | 5/11/06 |   |
|------------------------------------------|-----------------|--------|---------|--------|
|                                     | Signature       |   | Date    |   |

 

2

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**OptimerPharmaceuticals, Inc.**

10110 SorrentoValley Road, Suite C

San Diego,CA  92121

 

October 2, 2008

 

John D. Prunty

Optimer Pharmaceuticals, Inc.

10110 Sorrento ValleyRoad, Suite C

San Diego, CA  92121

 

**Re:****                             Amendmentto Agreement Regarding Employment Terms**

 

Dear John:

 

ThisAmendment (the “***Amendment***”) to your LetterAgreement with Optimer Pharmaceuticals, Inc. (the “***Company***”)dated May 10, 2006 (the “***Agreement***”)amends the terms and conditions of the Agreement to the extent providedherein.  The Company is proposing toadopt a Severance Benefit Plan in which you may be eligible to participate (the“***Plan***”).  In exchange for the potential benefits youmay receive under the Plan, by your acknowledgement below, you will forego yourseverance benefits currently set forth in the Agreement.

 

Contingent and effectiveupon the Company’s Compensation Committee or Board of Directors duly adoptingthe Plan, Section 5 of the Agreement shall be deleted in its entirety andof no further force or effect.

 

Except as specifically amended by this Amendment, theterms and conditions of the Agreement shall remain in full force andeffect.  This Amendment may be executedin two or more counterparts, each of which shall be deemed an original and allof which together shall constitute one and the same instrument. Please sign this Amendment and return it to the Company at your earliestconvenience.

 

Sincerely,

 
| **OPTIMER PHARMACEUTICALS, INC.** |
|-----------------------------------|
|                              |
|                              |
| By:                               | /s/ Michael Chang |   |
|                              | Michael Chang |   |
|                              | Chief Executive Officer |   |
|                              |
|                              |
| **ACCEPTED  AND AGREED:**         |
|                              |
|                              |
| /s/ John D. Prunty                |   |
| John D. Prunty                    |

 

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