Exhibit 10.31


 





 


	
   

  	
   

  	
  Stephen
  A. Spearman, Ph.D., MBA

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
  Chief Operating Officer,
  Pharmacopeia Labor

  



 


March 21, 2003


 


Simon M. Tomlinson


 


Dear Simon:


 


We are pleased to offer you
the following opportunity within Pharmacopeia Inc. It is our most sincere hope
that you will choose to join our organization, as it is our belief that you
possess the ability to make a significant contribution toward our future growth
and innovation. The following will confirm the terms of our offer of employment
to you.


 


Position/Location: You will assume the position of Senior Vice
President, Business Development, Pharmacopeia Drug Discovery, Inc. based
in our Princeton, NJ headquarters and in this position will report directly to
me. As a Senior Vice President, you will be a member of the Pharmacopeia Drug
Discovery management team.


 


Compensation: Your compensation in the above position will
include an annual base salary of $200,000.00, paid semi-monthly at the rate of
$8,333.33 per pay period. Our next salary review date is March 1, 2004.
Effective upon your hire, you will participate in our annual management
incentive program and will be eligible to earn at target an additional 25% of
your base salary based upon the achievement of corporate and individual
objectives. For 2003, this will be prorated for the number of months you are
employed by the Company.


 


Starting
Bonus: As soon
as practicable, but in no event later than thirty (30) days after the
commencement of your employment with Pharmacopeia, you will receive a starting
bonus of Twelve Thousand Five Hundred Dollars ($12,500.00).


 


Employment and Benefits: As a US employee of Pharmacopeia Inc., you
will participate in our comprehensive employee benefits package. We are
committed to maintaining a competitive position in the employment marketplace
and in doing so make available to you the standard employee benefits package
provided to US-based employees. This will include, but is not limited to,
health, disability, and life insurance; participation in our 401(k) retirement
plan; vacation benefits, and participation in both our stock option and stock
purchase plans. Additionally, you will be eligible to participate in our
Executive Life, LTD and Deferred Compensation plans. Please find a complete
summary of our benefits enclosed for your review.


 


Relocation
Terms: Pharmacopeia
Inc. will agree to pay for reasonable and customary expenses associated with
your relocation to the Princeton area. Relocation expenses can include the
following:


 


•                  House hunting trips for you and your family


•                  Packing, moving and storage of your household
goods


•                  Temporary housing expenses of up to 6 months


•                  Closing costs associated with the sale of
your home


•                  Closing costs associated with the purchase of
a home near corporate headquarters


•                  Travel expenses associated with the
aforementioned


•                  Non-reoccurring, one-time expenses
(automobile registration, utility connection charges etc.)


 


Pharmacopeia
Inc. • P.O. Box5350 • Princeton, New Jersey 08543-5350


609/452-3651
• spearman@pharmacop.com • 609/919-3863 (Fax)


 


Scan038, March 17, 2006.max


 

















 


Upon your acceptance of this
offer, we will establish a budget to cover these costs under which all
expenditures must be approved in advance.


 


Should you voluntarily
terminate your employment with the company prior to 1 year from the date of
your relocation, you will agree to repay to the company all monies paid to you
or on your behalf in association with your relocation.


 


House Purchase Assistance: Should you purchase a residence in the
Princeton, New Jersey area, before March 1, 2004, the Company will pre-pay
your prorated 2003 target bonus of Thirty seven thousand five hundred dollars
($37,500) one week prior to the closing date for the purchase of your new
residence, so that you may apply it to the down payment. If such prepayment
does occur, you will not be eligible for any other bonus for 2003. In the event
such residence is not purchased prior to March 1, 2004, your prorated
bonus for 2003 will be determined in accordance with, and subject to the
limitation of the Bonus Plan applicable to other Senior Executives of
Pharmacopeia Drug Discovery, Inc.


 


Incentive Stock Option Grant: Upon joining the Company, management will
recommend to the Board of Directors that you be given the opportunity to
receive an option for 30,000 shares of common stock pursuant to the terms of
the Incentive Stock Plan. Any offer of options is subject to the written
approval of the Company’s Board of Directors and such standard conditions as
the Board may impose. The options will vest over a 4-year period, 25% at the
end of the first year and monthly thereafter. These options will be priced at
the market close price as of your first day of employment with us.


 


Vacation: You will be eligible for four weeks
vacation, prorated in 2003 for the number of months you are employed by the
Company.


 


Confidentiality: Due to the nature of your responsibilities,
you will be required to execute the Company’s Invention and Non-Disclosure
Agreement upon commencement of your employment with Pharmacopeia Inc.


 


Consideration and Response Times: We would appreciate a response to this offer
no later than March 31, 2003.


 


Severance: The Company will provide you with not less
than ninety (90) days notice prior to any involuntary termination of your
employment, without “cause”, by the Company. In the event of such termination
you will receive a severance payment equal to three months of your then current
base salary.


 


Start Date: We will mutually agree to a start date and
propose it to be no later than April 15, 2003.


 


This letter supersedes any prior or contrary
representations that may have been made by Pharmacopeia Inc. Upon acceptance of
this offer, the terms described in this letter shall be the terms of your
employment. Any additions or modifications of these terms must be in writing
and signed by you and me. This offer is subject to satisfactory documentation
with respect to your identification and right to work in the United States.
Please sign and return one copy of the letter.


 


We look forward to your
participation as a member of the Pharmacopeia Drug Discovery team and your
involvement in what we are confident represents an exciting and professionally
rewarding venture.


 


	
  Signed and agreed by:

  	
   

  	
  On Behalf of Pharmacopeia Drug Discovery, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Simon M. Tomlinson

  	
   

  	
   

  	
  /s/ Stephen A. Spearman

  	
   

  
	
  Simon M. Tomlinson

  	
   

  	
  Stephen A. Spearman

  
	
   

  	
   

  	
  Executive Vice President & COO

  
	
  3/28/03

  	
   

  	
   

  	
   

  



 


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