exv10w52



 







Exhibit 10.52




June 8, 2006




Dr. Brock Siegel




Dear Brock:




     We are pleased to offer you a position as the Chief Operating Officer of Solexa, Inc.
(“Solexa” or the “Company”). The terms of your employment are as follows:



     Your start date with the Company will be July 17, 2006 (the “Start Date”). You will perform
all duties customarily associated with the position of Chief Operating Officer, and all other job
responsibilities reasonably assigned to you, and will report directly to the Chief Executive
Officer. You shall perform your duties at the Company’s Hayward, California offices, subject to
reasonable travel to the Company’s U.K. offices and elsewhere, from time to time.



     You will receive a base salary at the rate of $22,916.67 per month (equivalent to an annual
salary rate of $275,000), less payroll deductions and required withholdings. As an exempt, salaried
employee, you will not be eligible for overtime compensation.



     During your employment with Solexa, you will be eligible to earn an annual bonus of up to
thirty-five percent (35%) of your base salary (the “Bonus”), subject to applicable payroll
deductions and withholdings. You will be eligible to earn a Bonus for your 2006 services (prorated
based on the number of full months of your employment service during this year) pursuant to the
terms and conditions of the Company’s current 2005-2006 Bonus Plan, a copy of which will be
delivered to you under separate cover. Thereafter, you will be eligible to receive the Bonus on
the terms and conditions of any subsequently adopted Bonus Plan applicable to your position, in
effect from time to time; provided that you must remain in active service with the Company through
December 31 of each calendar year and through and including the Bonus payment date in order to be
eligible to earn a Bonus. The Company, at its sole discretion, shall determine whether you have
earned a Bonus and the amount of the Bonus, if any. Unless otherwise expressly provided in any
duly adopted Bonus Plan and except as expressly provided herein, no prorated Bonus may be earned or
paid. The Company reserves the right to modify, supersede or terminate the terms of any Bonus Plan
at any time, in its sole discretion.



     As part of this employment offer, you will be awarded one hundred and fifty-six thousand
(156,000) shares of restricted common stock of the Company (the “Stock Award”) pursuant to the
Company’s 2005 Equity Incentive Plan, as may be amended from time to time (the “Plan”). The Stock
Award shall be subject to the terms of the Plan and a Stock Award Agreement to be issued to you.
The Stock Award shall vest over a four year period, with
twenty-five percent (25%) of the shares subject to the Stock Award vesting upon your completion of
one (1) year of continuous employment service with the Company, and
1/12th of the remaining shares vesting for each quarter of continuous
employment service thereafter.



 









 





     As a Company employee, you will also be eligible to participate in all Company benefit plans
and programs applicable to similarly situated executive employees of the Company generally,
pursuant to the terms, conditions and limitations of those benefit plans and Company policy,
including (but not limited to) group medical insurance, paid vacation and sick leave, and paid
holidays. A summary of available benefit plans is enclosed.



     As a Solexa employee, you will be required to abide by all Company rules and regulations in
effect from time to time, including the Company’s Code of Conduct. You will also be required to
sign an acknowledgment that you have read, understand, and will comply with the Company’s Employee
Handbook. In your work for the Company, you will be expected not to use or disclose any
confidential information, including trade secrets, of any former employer or other person to whom
you have an obligation of confidentiality. Rather, you will be expected to use only that
information which is generally known and used by persons with training and experience comparable to
your own, which is common knowledge in the industry or otherwise legally in the public domain, or
which is otherwise provided or developed by the Company. You agree that you will not bring onto
Company premises any unpublished documents or property belonging to any former employer or other
person to whom you have an obligation of confidentiality. You hereby represent that you have
disclosed to Solexa any contract you have signed that may restrict your activities on behalf of the
Company.



     Your employment with Solexa is at-will, meaning that you may terminate your employment at any
time and for any reason whatsoever simply by notifying Solexa. Likewise, Solexa may terminate your
employment at any time, with or without cause and with or without advance notice. The Company also
retains sole discretion to make all other decisions concerning your employment (e.g. position,
title, reporting relationship, transfers, job duties and responsibilities, compensation, benefits
or any other managerial decisions) with or without cause, and with or without advance notice. This
at-will employment relationship cannot be changed except in writing, signed by you and a duly
authorized Company officer.



     On your first day at Solexa you will be required to sign the documents listed below. Please
see Linda Marks for completion of these documents:


1. Proprietary Information and Inventions Agreement. Signing this agreement is a condition
of our offer of employment, and compliance with this agreement is a condition of continued
employment. A copy has been enclosed.



2. Employment Eligibility Verification (I-9) Form. In compliance with the Immigration
Reform and Control Act of 1986, our offer of employment is subject to satisfactory proof of your
identity and right to work in the United States. You will be required to complete the enclosed I-9
form and provide us with original documentation as outlined in Section 2 (copy enclosed) to
verify your identity and eligibility for employment in the United States. It is very important
that you remember to bring the necessary identification documents on the Start Date.




 









 








     The employment terms set forth in this Agreement, and the enclosed Proprietary Information and
Inventions Agreement, constitute the complete and exclusive statement of the subject matter hereof,
and supersede any agreements or promises made to you by anyone, whether oral or written. Changes
in your employment terms, other than those changes, if any, expressly reserved to the Company’s
discretion in this Agreement, require a written modification signed by you and a duly authorized
officer of Solexa. If you have any questions, please contact me.


Welcome to Solexa! We look forward to working with you.




Sincerely,




	 	 	 	 	 
	/s/ John West
 	 	 
	John West 	 	 
	Chief Executive Officer 	 	 



Enclosures





     Please sign below indicating your acceptance of this offer of employment on the terms set
forth above, and return the original to our office by June 16, 2006 in the enclosed self-addressed,
stamped envelope.



	 	 	 
	Brock Siegel

	 	/s/ Brock Siegel
	 

	 	 
	Name (print)

	 	Signature
	 
	 	 
	June 12, 2006

	 	July 17, 2006
	 

	 	 
	Date Signed

	 	Start Date