Exhibit 10.613


 


	
   

  	
   

  	
  Chiron Corporation

  
	
   

  	
   

  	
  4560 Horton Street

  
	
   

  	
   

  	
  Emeryville, California 94608-2916

  
	
  C H I R O N

  	
   

  	
  510-655-8730

  



 


 


January 25, 1999


CONFIDENTIAL


 


David V. Smith


(Address)


 


Dear David:


 


We are pleased to confirm our offer of employment for you to join
Chiron Corporation.


 


Chiron’s mission is to have power over disease – to use biotechnology
as a tool for preventing and treating illnesses. We are counting on you to help
us with this work.


 


Your employment offer with Chiron is as VP, Controller reporting to me.
Your starting salary will be paid at a bi-weekly rate of $6,730.76 ($175,000
annually) as an exempt employee.


 


You will be eligible to participate in our stock option program.
Subject to the approval of the Board of Directors, you will be awarded a stock
option grant of 30,000 options to purchase Chiron common stock. The options
vest fully over a four-year period, with the first 25% of the shares vesting at
the one-year grant (sic) [hire date] anniversary. Shares vest on a pro-rated
monthly basis over the subsequent remaining three years of the vesting period.
The exercise price of the option will be set at the fair market value (as
defined in the Option Plan) of a share of Chiron stock on the date the option
is approved. We expect the options will be approved and effective within 90
days of your employment date.


 


You will also be eligible to participate in Chiron’s Annual Incentive
Plan for next year. The Plan links corporate, business/functional unit and
individual performance metrics to support the accomplishment of Chiron’s
business goals. The Plan, as structured, has an incentive range for your
position from 0% to 60% with a target of 30% of base pay. Plan participants
hired between January 1 and September 30, 1999 are eligible to receive a pro-rated
bonus which is paid in the first quarter of the 2000 fiscal year.


 


The information sheets following your offer letter contain some of the
highlights of Chiron’s benefits programs. You should note that, while this
offer is being made under the terms of our current benefits and compensation
programs, changes do occur from time to time and any system-wide changes that
occur will apply to you as well.


 


Some of these programs are effective immediately upon your employment,
while others are dependent upon established enrollment periods. Your group
medical insurance benefits generally start on the first day of the month following your date of hire. If, however, your date of hire
is the first business day of the month, your coverage becomes effective on that
date. Note also that, with few exceptions, Chiron extends benefits coverage to
qualified 


 





















 


family members, including opposite- and same-sex domestic partners. You
will have an opportunity to learn more about your benefits and complete the
enrollment paperwork at a benefits orientations held twice a month. The
schedule will be provided for you at new hire orientation.


 


As a part of Chiron’s routine medical surveillance program, employees
with certain project assignments may be advised to provide a baseline blood
sample for archival storage. The Chiron Occupational Health Department will
notify you if a baseline blood draw is recommended.


 


This offer is contingent upon your ability, as required by federal law,
to establish your employment eligibility as a U.S. citizen, a U.S. lawful
permanent resident, or an individual specifically authorized for employment in
the U.S. by the Immigration and Naturalization Service. Please read the
enclosed notice specifying the documentation required in this regard. Please bring any required documentation to new hire orientation.
If you have an employment authorization document (EAD) issued by the
Immigration and Naturalization Service, please contact Lisa Steffler in Emeryville,
California at (510) 923-2513.


 


Under California law, employment with Chiron is not for any specified
term and can be terminated at any time for any reason by you or Chiron. Any
contrary representations which have been made or may be made to you are superseded
by this offer. When you accept the offer, the terms described in this letter
and the Chiron Employee Invention and Confidential Information Agreement shall
constitute the terms of your employment.


 


It is our understanding that you anticipate starting your employment
with Chiron on February 22, 1999. If you have any questions in the meantime,
please feel free to contact me. Again, we think Chiron’s challenge – power over
disease – will require all of our best efforts.


 


Sincerely,


 


	
  CHIRON CORPORATION

  
	
   

  
	
   

  
	
  /s/ James R. Sulat

  	
   

  
	
  James R. Sulat

  
	
  Chief Financial Officer

  



 


Enclosures


 


cc:           Human Resources


 


Please indicate your understanding of the terms of this offer and your
acceptance of this offer, along with your confirmed start date, by signing this
letter and filling out the attached packet of forms. Please return the letter
and forms to the Chiron Human Resources Department in the enclosed postage paid
envelope within one week of receipt of this letter to 


 


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expedite the processing of your employment record. Please keep the copy
of your offer letter and make copies of any of the forms you wish to retain for
your own use.


 


 


	
  /s/ David V. Smith

  	
   

  	
  1/27/99

  	
   

  	
  2/22/99

  	
   

  
	
  Name

  	
  Date

  	
  Confirmed Start Date

  



 


Please note that new Employee Orientation of Emeryville-based employees
is typically held every Monday and is scheduled from 9:00 AM through 3:00 PM.
Please meet in the lobby in the Q-1 building on the Emeryville campus. As part
of your Chiron orientation you will receive overview information and need to complete certain forms which are
prerequisites for you to be paid. If, for any reason, you are not
able to attend your scheduled orientation session, or if your actual start date
is on a day other than a Monday, please contact Human Resources immediately so
that you are paid on a timely basis.


 


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