Director Offer Letter, dated May 19, 2005



 Exhibit 10.18 
 

 
 May 19, 2005 
 Stan
Meresman 
 101 First Street, #755 
 Los Altos, CA 94022

 Dear Mr. Meresman: 
 I am pleased to
offer you a seat on the Alien Technology Corporation Board of Directors, effective May 20, 2005. With the hope and expectation that you will accept this offer, I have summarized a few related matters below for your reference. 
 First, should you accept this offer, Alien Technology Corporation (the “Company”) will, upon the effective date, grant you an option (the
“Option”) to purchase up to 287,500 shares of the Company’s Common Stock under the 1997 Stock Plan (the “Plan”) at an exercise price equal to the fair market value of the shares on the date of grant as determined under the
Plan. The fair market value of the Common Stock is currently $1.50 per share. Subject to the terms of the Plan and related option agreement, the Option will vest as to 1/36th of the shares one month from the grant date (“Vesting Commencement Date”), and as to an additional 1 /36th of the shares each month thereafter until fully vested in three years. 
 In addition to the time-based vesting described in the preceding paragraph, if you are a Director of the Company on the date of a Change of Control (as defined below) that occurs before the three-year anniversary of
the Vesting Commencement Date, then 100% of the Shares subject to the Option shall immediately vest as of the effective date of such Change of Control. Notwithstanding any accelerated vesting contained in this paragraph, your total number of Shares
subject to the Option granted herein shall not increase by virtue of a Change of Control. 
 “Change of Control” means the
occurrence of any of the following events (except in each case as a result of the sale by the Company of its securities for the purpose of raising additional funds): 
 (a) Any “person” or “group” as such terms are defined under Sections 13 and 14 of the Securities Exchange Act of 1934 (the
“Exchange Act”) (other than the Company, a Subsidiary of the Company, or a Company employee benefit plan) which did not previously possess such securities becomes the “beneficial owner” (as defined in Exchange Act Rule 13d-3),
directly or indirectly, of Company securities representing a majority of the combined voting power of the Company’s then outstanding securities; 







 Letter to Stan Meresman 
 Page 2 of 3
 May 18, 2005 
 (b)
The closing of (i) the sale of all or substantially all of the assets of the Company if the holders of Company securities representing all voting power for the election of directors before the transaction hold less than a majority of the total
voting power for the election of directors of all entities which acquire such assets, or (ii) the merger of the Company with or into another corporation if the holders of Company securities representing all voting power for the election of
directors before the transaction hold less than a majority of the total voting power for the election of directors of the surviving entity; or 
 (c) The issuance of securities which would give a “person” or “group” beneficial ownership of Company securities representing 50% or more of all voting power for the election of directors; or 
 (d) Election of individuals representing a majority of the board of directors if those directors were nominated by a “person” or
“group” and the incumbent board of directors publicly opposed the election of those directors. 
 Second, in addition to the
indemnification rights you, in your capacity as a director of the Company, will be entitled to under the Company’s Bylaws and Certificate of Incorporation, we propose to grant you the additional contractual indemnification and related rights
provided in the enclosed Indemnification Agreement. 
 Third, the Company will reimburse you for reasonable travel expenses associated with
your attendance at Board of Directors meetings. Activities in connection with your seat on the Board of Directors will include participation as the Chairperson of the Company’s Audit Committee. 
 Finally, as you know, the Company’s intellectual property and other proprietary information is one of our most important assets and we must all be vigilant in our
protection of it. Although it goes without saying, I feel it is appropriate to remind all new directors of their fiduciary duties of loyalty and care to the Company. These include the duty to maintain the confidentiality of the Company’s
confidential and proprietary 









 Letter to Stan Meresman 
 Page 3 of 3
 May 18, 2005 
  

 
information and the duty to not use such information other than to promote the Company’s best interests. I am sure that you can appreciate the
importance of these matters to us. 
 Again, I am happy to extend this invitation to you. Your participation on our Board would be of great
benefit to the Company. 
  

	
	 Best Regards,

	
	 /s/ Stavro Prodromou

	 Stav Prodromou

	 Chief Executive Officer



  

	
	 Acknowledged and agreed:

	
	 /s/ Stanley J. Meresman

	 Stan Meresman

	
	 May 20, 2005

	 Dated