**Exhibit 10.30**

 

January 23,2009

 

 

François-Xavier Frapaise,MD

PMB 80 PO Box 5000

Rancho Santa Fe, CA  92067

 

Dear Xavier:

 

It is with great pleasurethat I offer you the position of Senior Vice President and Chief ScientificOfficer with Optimer Pharmaceuticals, Inc. reporting to me.

 

Associated withthis opportunity, the Company offers the following compensation and benefits:

 

1.               Annual Salary:  $280,000**USDollars, paid semi-monthly in arrears in accordance with the Company’s payrollpractices.

 

2.               Optimer offers a competitive benefitpackage to you and your eligible dependents that includes Medical, Dental,Vision, Group Term Life Insurance, Long Term Disability Insurance, a 401(k) planand several voluntary benefit options.

 

3.               Stock Options: The Company will provideyou with the following long-term incentive compensation arrangement inaccordance with the terms of Company’s 2006 Equity Incentive Plan (“EquityIncentive Plan”).

 

Followingcommencement of your employment and pending approval by Optimer’s Board ofDirectors, you will be granted an Option to purchase 120,000 shares of OptimerPharmaceuticals, Inc. common Stock at the current fair market value on thedate of the grant.  The vesting schedulefor this Option is over a four year period with a one-year cliff and monthlyvesting thereafter.

 

4.               Optimer has 11 official holidays.  In addition, you will begin accruing paidvacation at a rate of 17 days per year (5.67 hours per pay period) beginningwith your first pay period as a full-time employee.  You will also be provided with 5 days of sicktime per year.

 

5.               IncentiveCompensation Plan.  Optimer has anincentive compensation plan which provides for the payment of cash bonuses toour Chief Executive Officer, Vice Presidents, and Director-level employees.  The position of Chief Scientific Officer willbe eligible for a target bonus of a Vice President level position.   Target incentive compensation for a VicePresident level is 35% of annual salary. Actual bonuses paid under the Plan are based on the achievement ofestablished corporate and individual goals and require board approval.  Plan participants must be hired by July 1st to participate in the plan year.  Bonus amounts will be pro-rated for planparticipants that are hired after January 1st, but before July 1st in the planyear.

 

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6.               Severance Benefit Plan.  Optimer has a severance benefit plan andattached is a summary of our plan provisions. Your position will be eligible for benefits at the Company Officer andVice President level.

 

Please understand thatthis offer is contingent upon your consent for Optimer, through an outsidefirm, to complete a criminal background check and verification of informationprovided on your employment application.  Attached is a form for you to complete giving Optimer authorization toconduct your background investigation.

 

We would like you tostart on or before March 1st,2009.

 

You should beaware that your employment with the Company is for no specified period andconstitutes 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 concludeits employment relationship with you at any time, with or without cause, andwith or 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 the UnitedStates.  Such documentation must beprovided to us within three (3) business days of your date of hire, or ouremployment relationship with you may be terminated.

 

As a Company employee,you will be expected to abide by company rules and regulations.  You will be specifically required to sign anacknowledgment that you have read and understand the company rules ofconduct, which is included in our employee handbook.  You will also be expected to sign and complywith an Employee Proprietary Information Agreement, which requires, among otherprovisions, the assignment of patent rights to any invention made during youremployment at the Company and non-disclosure of proprietary information.   You will receive a copy of our EmployeeProprietary Information Agreement for your review with this employment offerand also enclosed is our employee handbook and benefit summary.

 

We look forward toworking with you as part of the Optimer team. If you accept the position, please let Diane McCarty know and sign andreturn your acceptance letter along with the authorization for the backgroundinvestigation.  Diane can be reached atdmccarty@ optimerpharma.com, or 858-909-0736, ext. 139.

 

Best Regards,

 

 
| /s/  Michael N. Chang   |   |
|-------------------------|--------|
| Michael N. Chang        |   |
| Chief Executive Officer |   |

 

 

| I accept the offer as  stipulated above: |   | /s/ Francois-Xavier  Frapaise |   | 1/27/09 |
|------------------------------------------|--------|-------------------------------|--------|---------|
|                                     |   | Signature                     |   | Date    |

 

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