Exhibit
10.39


 


 


April 9, 2003


 


Glen Y. Sato


1470 Kings Lane


Palo Alto, CA 94303


 


Dear Glen:


 


On behalf of Protein Design Labs, Inc., subject to approval by the PDL
Board of Directors, I am pleased to extend to you an offer for the position of
Senior Vice President and Chief Financial Officer, reporting to Mark McDade,
Chief Executive Officer.


 


The monthly salary for this position is $25,833.34
($310,000.00/annually).  We offer our
employees an attractive benefits package, including a comprehensive medical policy
and dental plan, as well as life insurance coverage.


 


In addition, PDL is prepared to offer you a hiring bonus of $100,000.00
payable and included with your first paycheck from PDL.  If your employment with PDL is terminated
for any reason prior to your first anniversary with PDL, the entire $100,000.00
will be immediately due and payable to PDL. 
If your employment with PDL is terminated for any reason after your
first anniversary and prior to your second anniversary, $50,000.00 will be
immediately due and payable to PDL.


 


Finally, in addition to our salary and benefits packages, I am pleased
to offer to you options to purchase 250,000 shares of Protein Design Labs
Common Stock under a PDL stock option plan. 
This offer is subject to the approval of the Board of Directors and your
execution of our standard Stock Option Agreement.  The options will vest over four years, with one-fourth of the
options vesting after one year of employment and the remainder vesting in equal
monthly increments over the remaining three years.  The exercise price will be equal to the fair market value of the
stock at the close of the market on the date you join PDL.


 


In the event that your employment is terminated by PDL
without Cause (as defined in the ERSP) and if you execute and deliver to the
Company, within thirty (30) days following such termination, a general release
of all known and unknown claims against the Company existing as of the date of
execution of the release, in a form reasonably satisfactory to the Company (which
release shall also obligate you to refrain from soliciting employees,
contractors, vendors, strategic partners, and customers to terminate their
relationships with the Company), you will be entitled to (x) salary and bonus


 

















 


continuation at the same level as the most recently awarded bonus or at
the maximum bonus rate if such termination occurs prior to your first bonus,
but excluding other employment benefits, for six months or until you accept a
full time position with another company, whichever occurs first, from the date
of such termination, less standard withholdings and deductions; and (y) if such
termination occurs prior to the end of your first year of employment, then the
vesting of one-fourth of the Options (i.e., options to purchase 62,500 shares)
will be accelerated as of the date of such termination.


 


For purposes of federal immigration law, you will be required to
provide PDL 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.


 


As a Protein Design Labs employee, you are free to resign at any time,
just as Protein Design Labs is free to terminate your employment at any time,
with or without cause.


 


To indicate your acceptance of our offer, please sign and date one copy
of this letter in the space provided below and return it to Bernie Pangelinan,
in the enclosed envelope by the date indicated below.  This letter, along with an agreement relating to proprietary
rights between you and PDL, sets forth the terms of your employment with PDL
and supersedes any prior representations or agreements, whether written or
oral.  This letter may not be modified
or amended except by a written agreement, signed by PDL and by you.


 


We are very excited at the prospect of your joining Protein Design Labs
as a key contributor. This offer will remain open until April 14, 2003, at
which time it will expire if not previously accepted.  A start date will be determined by April 14, 2003, as well.


 


Sincerely,


 


	
   

  	
   

  	
   

  
	
  /s/ Mark McDade

  	
   

  	
   

  	
  /s/ Glen Y. Sato

  	
   

  
	
  Mark McDade

  	
   

  	
  Glen Y. Sato

  
	
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
  4/10/2003

  	
   

  
	
   

  	
   

  	
  Date

  
					



 


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