exv10w1





Exhibit
10.1





	 	 	 
	Idera

	 	Idera Pharmaceuticals, Inc.
	PHARMACEUTICALS

	 	345 Vassar Street
	 

	 	Cambridge, MA 02139
	 
	 	 
	 

	 	tel 617.679.5500
	 

	 	fax 617.679.5592






November 27, 2006




Dr. Alice Bexon

142 Grove Street

Montclair, NJ 07042



Dear Dr. Bexon:




On behalf of Idera Pharmaceuticals, Inc., (the “Company”), we are pleased to offer you the position
of Vice President, Clinical Development, reporting directly to Dr. Robert Karr, President. This
position is critical to the continued success and growth of our organization and we look forward to
having you join us and contribute your professional expertise and technical knowledge.



Base Compensation. Assuming your acceptance of this offer, your full-time, regular
employment will commence on January 2  [crossed out],
2007
[handmarked 16th, initials](the “Start Date”). Your annual base salary will be
$285,000.00 to be paid in accordance with the Company’s payroll practice, which currently would
provide for a semi-monthly pay schedule of $11,875.00 per pay period, less all applicable federal,
state and local taxes and withholding. Your base salary may be adjusted from time to time in
accordance with normal business practices and in sole discretion of the Company.



Bonus Compensation. In addition to your base compensation, you will receive an initial
cash payment of $60,000 to be included with your first paycheck. Assuming your continued
employment in good standing with the Company, you will receive an additional cash payment of
$60,000 upon your six month anniversary and an additional $40,000 payment upon your one-year
anniversary with the Company. These additional payments will be included as payroll amounts in the
appropriate payroll cycle and will be reduced for all applicable federal, state and local taxes and
withholding. You will also be eligible to participate in any annual bonus program established by
the Company’s Board of Directors, with a target amount equal to 25% of your annualized base salary.



Benefits. You will be eligible to participate in all of the Company’s benefit programs
provided to employees generally, including the applicable medical, dental and insurance plans,
provided you meet the relevant standards for acceptance established by the Company and the
Company’s insurance carriers. Full details of these programs will be provided to you under
separate cover. The benefits made available by the Company, and the rules, terms, and conditions
for participation in such benefit plans may be changed by the Company at any time and from time to
time without advance notice.



Stock Options. You will also be participating in the Company’s Stock Option Program
including an initial issuance of 70,000 stock options, subject to vesting in sixteen quarterly



CONFIDENTIAL




 









 








Idera Pharmaceuticals

Letter to Alice Bexon

Page 2




installments, and an additional initial issuance of 20,000 stock options, subject to vesting in
eight equal quarterly installments, both issuances at an exercise price which is equal to the
closing price of the stock on the Start Date. These options are governed by Idera’s 2005 Stock
Incentive Plan and subject to continued employment with the Company and the terms of the Company’s
standard option agreement.



Responsibilities. In your new role, you will be responsible for performing a full range of
tasks related to the management of Clinical Development and such other duties as may from time to
time be assigned to you by the Company. Our hope and expectation is that you will enjoy the
opportunities afforded through this position and be able to develop professionally as our company
grows. You will be expected to represent the Company in a professional manner and with the utmost
personal integrity. You have already demonstrated these qualities, in previous work assignments
and we expect these qualities will underlie your future performance that will guarantee our mutual
success going forward. We also expect that you will devote your full business time, best efforts,
skill, knowledge, attention, and energies to the advancement of the Company’s business and
interests and to the performance of your duties and responsibilities as an employee of the Company.



Employment Relationship. While we both fully intend to begin our relationship on a
positive note, it is essential to understand our employment arrangement. Your employment with the
Company will be on an at-will basis, which means that either of us can terminate the employment
arrangement at any time and for any reason or no reason. Although your job duties, title,
compensation and benefits, as well as the Company’s personnel policies and procedures, may change
from time to time, the “at-will” nature of your employment may only be changed by a written
agreement signed by you and the Chief Executive Officer of the Company, which expressly states the
intention to modify the at-will nature of your employment.



Pre-Employment Certifications. Your employment is fully contingent upon your execution of
the attached Idera Pharmaceuticals’ Non-Disclosure and Non-Compete Agreement, our Code of Business
Conduct and Ethics Agreement and our Insider Trading Policy. If you agree to comply with the
provisions of the foregoing policies, please indicate your agreement by signing and returning to us
the enclosed copy of this letter, together with a signed copy of the Non-Disclosure Agreement and a
signed “Certification” page from the Code of Business Conduct and Ethics Agreement and a signed
copy of the Insider Trading Policy.



Proof of Legal Right to Work. For purposes of federal immigration law, you will be
required to provide the Company with documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to the Company within three
(3) business days of your date of hire, or our employment relationship with you may be terminated.
You may need to obtain a work visa in order to be eligible to work in the United States. If that
is the case, your employment with the Company will be conditioned upon your obtaining a work visa
in a timely manner as determined by the Company.



Company Policies and Procedures. As an employee of the Company, you will be required to
comply with all Company policies and procedures. Violations of the Company’s policies may




CONFIDENTIAL




 









 








Idera Pharmaceuticals

Letter to Alice Bexon

Page 3




lead to immediate termination of your employment. Further, the Company’s premises, including all
workspaces, furniture, documents, and other tangible materials, and all information technology
resources of the Company (including computers, data and other electronic files, and all internet
and email) are subject to oversight and inspection by the Company at any time. Company employees
should have no expectation of privacy with regard to any Company premises, materials, resources, or
information.



Other Agreements and Governing Law. You represent that you are not bound by any employment
contract, restrictive covenant or other restriction preventing you from entering into employment
with or carrying out your responsibilities for the Company, or which is in any way inconsistent
with the terms of this letter. Please note that this offer letter is your formal offer of
employment and supersedes any and all prior or contemporaneous agreements, discussions and
understandings, whether written or oral, relating to the subject matter of this letter or your
employment with the Company. The resolution of any disputes under this letter will be governed by
Massachusetts law.



If this letter correctly sets forth the initial terms under which you will be employed by the
Company, please sign the enclosed duplicate of this letter in the space provided below, along with
the attached forms, and return them to me in the attached envelope. If you do not accept this
offer by December 12, 2006, this offer will be revoked. This offer is contingent on the Company
securing satisfactory reference checks.



Feel free to contact Leslie Fontaine at 617-679-5550 or myself at 617-679-5517 if there is anything
further we can do to assist you. We look forward to welcoming you to Idera Pharmaceuticals as an
employee in the near future.



Sincerely,





/s/
Robert G. Andersen
 
Robert G. Andersen

CFO and Vice President of Operations




The foregoing correctly sets forth the terms of my at-will employment by Idera Pharmaceuticals,
Inc.



	 	 	 	 	 
	 	 	 
	/s/
Alice S. Bexton  11/29/06	 	 
	Alice S. Bexon, M.D. 	 	 



CONFIDENTIAL





 











 





	 	 	 
	 

	 	May 19, 2008






Dr. Alice Bexon

142 Grove Street

Montclair, NJ 07042




Dear Dr. Bexon:



The following sets forth the terms we have agreed upon with respect to the amendment of your
November 27, 2006 employment letter (the “Employment Letter”) with Idera Pharmaceuticals, Inc. (the
“Company”). Our agreement is as follows:



(1) You will convert from full-time employee status to working three days per week. This will
generally be performed through participation in weekly or bi-weekly teleconferences and individual
communications with Idera executives and other personnel via telephone and e-mail. We estimate that
there will be approximately ± 10 of these teleconferences per year.



(2) Your annual base salary will be adjusted to $180,000.00, less all applicable federal, state and
local taxes and withholdings, and will be paid in accordance with the Company’s normal payroll
practices, as they may be modified from time to time, which would currently provide for a
semi-monthly pay schedule of $7,500.00 gross per pay period.



(3) Your responsibilities will include:





	 	•	 	Ensure smooth running of clinical team
	 
	 	•	 	Organize regulatory training for clinical and development teams
	 
	 	•	 	Ensure timely and accurate regulatory submissions (especially 2125 AR, 2055 IB)
	 
	 	•	 	Ensure completion of study reports for 2055-002, -003 and -110
	 
	 	•	 	Maintain relationship with Merck-Serono clinical team
	 
	 	•	 	Attend ASCO and co-run advisory board with Merck-Serono
	 
	 	•	 	Ensure smooth execution of new trial delegation process (200 and 210) to Merck-Serono
until their IND is filed
	 
	 	•	 	Run 2055-200 trial and progress towards initiation of 210
	 
	 	•	 	Continue to manage CRO and central lab interactions (DCRI, Parexel, ARC, Esoterix,
Theradex, AKOS)
	 
	 	•	 	Establish global safety database with AKOS
	 
	 	•	 	Ensure smooth running of 2125-001 trial




(4) You will undertake such travel as your position reasonably requires, it being understood that
travel will be limited to mutually agreed upon dates and projects, including, but not limited to,
key management meetings, Board of Director meetings, scientific meetings and other meeting where
your input is necessary. You will generally




 









 







work from your home and will not be required to regularly commute to the Company’s headquarters in
Cambridge, although periodic visits may be necessary at mutually convenient times.



(5) You will continue to be eligible to participate in the Company’s annual bonus program
established by the Company’s Board of Directors, provided that the maximum target amount of your
bonus shall be equal to 3/5 of 25% of your annualized base salary. Decisions as to whether or not
to grant a bonus and the size of the bonus are in the discretion of the Board of Directors.



(6) Nothing set forth herein changes the nature of your employment with the Company from employment
at-will.



(7) This letter of amendment is effective as of May 19, 2008. Subject to the foregoing
modifications, the Employment Letter remains in full force and effect and may not be amended other
than by a written agreement signed by the Company and you.



If this letter of amendment correctly sets forth the terms of the amendment to the Employment
Letter, pleas sign the enclosed duplicate of this letter in the space provided below and return
them to me.




Sincerely,



/s/ Louis
J. Arcudi



Louis J. Arcudi

Chief Financial Officer



The foregoing correctly sets forth the terms of the amendment of my at-will employment by Idera
Pharmaceuticals, Inc.




	 	 	 
	 
	 	 
	/s/ Alice
S. Bexon
	 	 
	 

Alice S. Bexon, M.D.