Offer Letter



 Exhibit 10.9 
 September 13, 2010 
 Mr. Alan Fuhrman 

4667 Torrey Circle G101 
 San Diego, CA 92130

 Dear Alan: 
 I am very pleased to
make you a formal offer to join Ambit Biosciences Corporation (the “Company”). This letter sets forth the principal terms of an offer for you to join the Company. 

 

			
	Initial Position:	  	Chief Financial Officer
	  
 Start Date:
	  	  
 The tentative start date, to be agreed upon by you, will be
Monday, October 11, 2010

	  
 Reporting Relationship:
	  	  
 You will initially report to Dr. Alan J. Lewis, President &
Chief Executive Officer

		
	  
 Initial Responsibilities:
	  	  
 Responsibilities will include, but not limited
to:

		  	  

•      Directing Ambit financial functions to help attain the company’s
financial goals.
  

•      Developing and auditing financial policies and programs following good
accounting practices.
  

•      Building and maintaining strong relationships with the financial
community.
  

•      Developing long term financial plans for the organization.

 

•      Formulating and executing the Company’s plan for building a world
class biopharmaceutical business to support the Company’s goals of building a deep pipeline and development cancer drugs.
  

•      Performing other duties as assigned.

	  
 Location:
	  	  
 You will be based initially in San Diego,
California.

	  
 Compensation:
	  	  
 You will be a regular full-time, exempt employee and receive a
gross monthly salary of $22,916.67 ($275,000 on an annualized basis), which will be paid semi-monthly in arrears in accordance with the Company’s normal payroll procedures.










 Alan Fuhrman 
 September 13, 2010 
  Page
 2
 
  

  

			
	Equity:	  	Following commencement of your full-time employment we will recommend to the Stock Option Committee of the Board of Directors of the Company that you be granted options to
purchase 300,000 shares of Common Stock of the Company at the current fair market value as determined by the Board. These options will vest according to the following schedule: 25% shall fully vest on the first anniversary of your start date and the
remainder shall vest at a rate of one forty-eighth ( 1/48) each month thereafter until fully vested on the fourth anniversary of your start date.
		
	Incentive Bonus:	  	You will be eligible to be considered for a discretionary annual incentive bonus, initially targeted at 30% of your annual base salary. You will receive annual performance
reviews which, subject to your actual performance, may result in one or more of the following: i) salary adjustments; ii) merit increases; and, iii) additional option grants.
		
	Benefits:	  	The beginning of the month following your start as a full-time employee you and your eligible dependants will be able to enroll in one of three medical plans and a dental plan
sponsored by the Company. You will be provided a summary of these plans and upon commencement of full-time employment, enrollment forms will be provided. Vision, Life, AD&D, and LTD insurance is also provided for full-time
employees.
		
		  	You will begin accruing paid personal leave (PPL) according to company guidelines beginning with your first pay period as a full-time employee. In your first year as a full-time
employee you will accrue 20 days of PPL. The Company also has established 12 paid holidays per calendar year. You will also be eligible for enrollment in a 401(k) plan and a flexible benefit plan.
		
	Severance:	  	In the event of (a) termination of your employment by the Company or its successor without cause (as defined below), or (b) termination (or constructive termination) of your
employment with the Company or its successor by you or the Company following a change of control transaction because you were not offered a position in the greater San Diego, California metropolitan area involving status, duties, salary and benefits
substantially equivalent to those enjoyed by you in your then existing position with the Company, the Company shall, in case of (a) or (b) listed above: Continue to pay you as severance payment your salary (as in effect at such time) over the one
(1) year period following the date of such termination (the “Severance Period”), accelerate by one (1) year the vesting of your option grants and/or restricted stock then held by you and continue your then existing employee benefits over
the Severance Period, and, in the case of (b) listed above: Accelerate 100% of the vesting of your option grants and/or restricted stock then held by you. The provision of each of the above benefits is conditioned upon your execution of a general
release of claims in favor of the company, in the form attached to this letter. You agree that in the event of a termination under the circumstances described above, you will not be entitled to any other compensation or benefits.
		
		  	For Severance purposes Cause means, the occurrence of any of the following: (i) your conviction of any felony or any crime involving fraud or dishonesty that
has a material adverse effect on the Company; (ii) your participation (whether by affirmative act or omission) in a fraud, act of dishonesty or other act of misconduct against the Company and/or a parent or subsidiary; (iii) conduct by you
which, based upon a good faith and reasonable factual investigation by the Company demonstrates such Employee’s gross unfitness to serve; (iv) your violation of any statutory or fiduciary duty, or duty









 Alan Fuhrman 
 September 13, 2010 
  Page
 3
 
  

  

			
	  	 	of loyalty, owed to the Company and/or a parent or subsidiary; (v) your breach of any material term of any
material contract between you and the Company and/or a
parent or subsidiary; and (vi) your repeated violation
of any material Company policy.

 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, and with or without notice. 
 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 Company employee, you will be expected to abide by company rules and regulations. You will be specifically required to
sign an acknowledgment that you have read and understand the company rules of conduct, which is included in our employee handbook. You will also be expected to sign and comply with an Employee Proprietary Information and Inventions Agreement which
requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company and non-disclosure of proprietary information. 
 To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to Emily Derr, Human Resources Manager. A duplicate original is enclosed
for your records. This letter, along with the agreement relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or
oral. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company and by you. If a response is not received by September 24, 2010, this offer will be considered null and void. 

We look forward to continuing working with you at Ambit Biosciences Corporation. We hope that you will decide continue building this world-class company.

  

	
	Sincerely,
	
	Ambit Biosciences Corporation
	
	/s/ Alan J. Lewis
	
	Alan J. Lewis, Ph.D.
	President and Chief Executive Officer

  

	
	ACCEPTED AND AGREED TO this
	
	14 Day of September, 2010
	
	 /s/ Alan Fuhrman

	Alan Fuhrman

 Enclosures 

Duplicate Original Letter