Exhibit 10.84


 





 


May 14, 2004


 


Thomas R. Kassberg


[Address]


 


Re:                               Employment
with InterMune, Inc.


 


Dear Tom:


 


On behalf of InterMune, Inc., I am
pleased to extend to you this official offer of employment with InterMune as
Senior Vice President, Business Development, reporting to the Chief Executive
Officer, beginning on August 2, 2004. Your position is a full-time
position.


 


Your employment is subject to proof of your
legal right to work in the United States, and to your completing the INS
Employment Eligibility Verification Form I-9.  Your employment also is subject to successful
verification of your professional and character references, and to our standard
pre-employment process, which includes completion of an employment application.


 


Compensation


 


If you accept this offer and begin
employment, you will receive an initial base salary of  $20,000.00 per month (equivalent to $240,000
per year), paid on a semi-monthly basis on our regular paydays.  Deductions required by law or authorized by
you will be taken from each paycheck.


 


You also will receive a sign-on bonus of
$50,000, with $25,000 payable 30 days after you begin employment and $25,000
payable at the end of your first six months of employment, provided you
continue to be an InterMune employee at that time, and upon your achievement of
certain performance-related objectives to be mutually agreed upon by you and
InterMune’s Chief Executive Officer.


 


You also will be eligible for an annual cash
bonus at the discretion of InterMune senior management based on your and the
InterMune’s year-end performance.  For
2004, your target bonus will be 35% of your base salary, or $84,000, which may
be prorated to your start date.


 


In addition, subject to approval by the Compensation Committee of the InterMune Board
of Directors, you will receive a grant of an option to purchase 80,000 shares
of InterMune common stock.  Your option
will begin vesting on


 





















 


your first date of employment, with
one-quarter of the option (20,000 shares) vesting on your first anniversary date
and the remaining 60,000 vesting in equal increments of 1,667 shares per month
for the 36 months thereafter, provided you continue to be an InterMune employee
throughout that period.  The exercise
price of your option will be the NASDAQ closing price of InterMune common stock
on the last business day before you begin your InterMune employment.


 


Employee Benefits


 


As a full-time employee, you will be eligible
for paid time-off benefits, such as sick leave and holidays, in accordance with
our policies for similarly situated employees. 
You also will be eligible to participate in InterMune’s employee benefit
plans, in accordance with the terms and eligibility requirements of those
plans.  Currently, InterMune maintains
group health insurance, vision and dental plans; a long-term disability plan; a
Flexible Spending Account plan; a group Life Insurance and AD&D plan; a
401(k) savings plan, and an Employee Stock Purchase Plan.


 


InterMune reserves the right to modify, amend
or discontinue any benefit plan at any time, in its sole discretion.  You may receive such other benefits as we
many determine from time to time, in our sole discretion.


 


Other Terms and
Conditions of Employment


 


Employment with InterMune is at will.  “Employment at will” means that you are free
to resign from your employment at any time, for any reason or no reason, with
or without cause and with or without notice. 
Similarly, InterMune may terminate your employment at any time for any
legal reason, with or without cause and with or without notice.  By accepting this offer of employment, you
agree that your employment is at will, and acknowledge that no one, other than
the Chief Executive Officer of InterMune, has the authority to promise you
anything to the contrary.  Any such
agreement must be in writing and signed by both you and the Chief Executive
Officer of InterMune to be effective.


 


We believe that your employment with
InterMune requires a full-time commitment. 
Employment with any other entity, or for yourself in competition with
InterMune, is not permitted.


 


During the course of your employment, you may
create, develop or have access to confidential information belonging to
InterMune, including trade secrets


 


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and proprietary information, such as clinical and other scientific
data, customer information, business plans, marketing plans, unpublished
financial information, software, source codes, and personnel information.  You agree that as a condition of your
employment with InterMune, you will sign and comply with the enclosed InterMune
Proprietary Information and Inventions Agreement, which contains certain
commitments regarding confidentiality. By accepting employment with InterMune,
you also agree to keep all InterMune information strictly confidential, and not
to use it or disclose it to any person or entity, except as is necessary in the
ordinary course of performing your work. 
Similarly, you agree to act in accordance with any valid non-disclosure
agreements to which you may be subject. 
You further acknowledge that your obligation to protect our confidential
information from disclosure exists both during your employment and after it
ends.  You also agree that at the
termination of your employment, for any reason, you will return to us all
copies (including electronic copies) of any documents or other materials you
have that refer to or contain InterMune’s confidential information, including
notebooks, manuals, letters and customer lists.


 


You also agree, if you accept this offer of
employment, that for a period of two years after your employment ends, you will
not solicit any InterMune employee to leave his or her employment with
InterMune in order to begin employment or a consulting or independent
contractor relationship with any company or business in actual or potential
competition with InterMune.


 


The terms described in
this letter replace all prior agreements, understandings, and promises between
InterMune and you concerning the terms and conditions of your employment with
InterMune.  Any modification of this
agreement will be effective only if it is in writing and is signed by both you
and the Chief Executive Officer of InterMune.


 


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Tom, I am pleased to extend this offer of
employment to you, and hope that your association with InterMune will be
successful and rewarding.  Please
indicate your acceptance of this offer by signing this letter below and
returning the letter as soon as possible.  
A copy of the letter is enclosed for your records.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  InterMune, Inc.

  
	
   

  	
   

  
	
   

  	
  /s/ Howard Simon

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Howard Simon

  
	
   

  	
  Senior Vice President, Human Resources

  
				



 


 


I understand and agree to the foregoing terms and conditions of
employment with InterMune, Inc.


 


 


	
  /s/ Thomas Kassberg

  	
   

  	
   

  
	
  Thomas Kassberg

  	
   

  
	
   

  	
   

  
	
  5/18/04

  	
  /

  	
  8/2/04

  	
   

  	
   

  
	
   Date

  	
   

  	
  Start Date

  	
   

  
					



 


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