exv10w13



 





Exhibit 10.13




May 11, 2007




Richard J. Klein

530 NE 79th Street

Seattle, WA 98115




Dear Rick:




     On behalf of Omeros Corporation (the “Company”), I am pleased to offer you the position of
Chief Financial Officer. Speaking for myself, as well as the other members of the Company’s
management team, we are pleased that you want to join the Company and we all look forward to your
future success with Omeros.



     The terms of your new position with the Company are as set forth below:



     1. Position.



          a. You will become Chief Financial Officer within the Company, working out of the Company’s
headquarters office in Seattle, Washington. As Chief Financial Officer you will have responsibility
for all financial matters. You will be required to exercise considerable independent judgment and
you will report to the Company’s Chief Executive Officer.




          b. You agree to the best of your ability and experience that you will at all times loyally
and conscientiously perform all of the duties and obligations required of and from you pursuant to
the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During
the term of your employment, you further agree that you will devote all of your business time and
attention to the business of the Company, the Company will be entitled to all of the benefits and
profits arising from or incident to all such work services and advice, you will not render
commercial or professional services of any nature to any person or organization, whether or not for
compensation, without the prior written consent of the Company’s Board of Directors, and you will
not directly or indirectly engage or participate in any business that is competitive in any manner
with the business of the Company. You will be permitted to serve on the board of at least one
for-profit corporation, subject to the prior and continued approval of the Company’s Board of
Directors including, without limitation, the Board’s determination on an on-going basis that
such



 









 







May 11, 2007

Page 2



service does not present any business, scientific or legal conflict of interest and does not
unduly limit the time and attention that you provide to the Company’s business. Nothing in this
letter agreement will prevent you from accepting speaking or presentation engagements in exchange
for honoraria or from serving on boards of charitable organizations, or from owning no more than
one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a
national stock exchange.




     2. Start Date. Subject to fulfillment of any conditions imposed by this letter
agreement, you will commence this new position with the Company on May 14, 2007, unless another
date is mutually agreed upon.



     3. Proof of Right to Work. For purposes of federal immigration law, you will be
required to provide to the Company documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to us within three (3)
business days of your date of hire, or our employment relationship with you may be terminated.



     4. Compensation.



          a. Base Salary. You will be paid a monthly salary of $20,833.33, which is equivalent
to $250,000 on an annualized basis. Your salary will be payable in two equal payments per month
pursuant to the Company’s regular payroll policy.




          b. Salary Review. Your base salary will be reviewed periodically as part of the
Company’s normal salary review process.




     5. Stock Options.



          a. Initial Grant. In connection with the commencement of your employment, the Company
will recommend that the Board of Directors grant you two options to purchase an aggregate of
275,000 shares of the Company’s Common Stock (“Shares”), each with an exercise price equal
to the fair market value on the date of the grant. The first option (the “First Option”) will be to
purchase 250,000 Shares (the “Base Shares”) and the second option (the “Second Option”) will be to
purchase 25,000 Shares (the “Performance Shares”). The Base Shares will begin vesting on your start
date, with 25% of the Base Shares vesting twelve months after your start date and 1/48th
of the Base Shares vesting monthly thereafter. The Performance Shares will not be eligible to
commence vesting unless, within twelve months of your start date, the Company closes a public or
private financing that meets parameters associated with such financing determined by the Board of
Directors on the date of the grant of your options (a “Financing”). Should the Company
close a Financing within the first twelve months of your start date, then the Performance Shares
will vest on the same schedule as the Base Shares (i.e., 25% vesting twelve months after your start
date and 1/48th vesting monthly thereafter). In the absence of a Financing
being closed within the first twelve months of your start date, the Performance Shares will
not be eligible to vest and the Second Option will be automatically cancelled. Vesting of the Base
Shares




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May 11, 2007

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and the Performance Shares will, of course, depend on your continued employment with the
Company.




     Unless requested by you, prior to the date of grant of your options, that all or part of your
options be non-qualified stock options, the options will be incentive stock options to the maximum
extent allowed by the tax code and, whether non-qualified and/or incentive stock options, will all
be subject to the terms of the Company’s Amended and Restated 1998 Stock Option Plan (“Option
Plan”) and the Stock Option Agreements between you and the Company. If you do elect to have a
portion of your First Option and/or Second Option treated as a non-qualified stock option, then the
Company may divide such option into two options, with one representing the portion of such option
intended to be treated as an incentive stock option and the other representing the portion of such
option intended to be treated as a non-qualified stock option.



     Under the Option Plan, 50% of unvested shares subject to an option automatically vest upon a
change of control. In addition, for executive officers of Omeros, of which you will be one, if
within one year of the change of control the acquirer constructively terminates an executive
officer (e.g., the executive officer terminates his employment following a material adverse change
in his position at the acquirer) or terminates an executive officer without cause, then 100% of the
unvested shares subject to an option shall automatically vest. Also, if, while you are an employee
of the Company, the Company provides the opportunity to any other group of employees to exercise
any part of their option grants prior to vesting of such part of their option grants, then the
Company will provide a similar opportunity to you, provided that the Company would have the right
to repurchase at the original purchase price any unvested portion of your Shares that you exercised
should your employment with the Company be terminated but, under no circumstance, would the Company
have any obligation to repurchase any of your vested or unvested Shares.



          b. Subsequent Option Grants. Subject to the discretion of the Company’s Board of
Directors, you may be eligible to receive additional grants of stock options or purchase rights
from time to time in the future, on such terms and subject to such conditions as the Board
of Directors shall determine as of the date of any such grant.




     6. Benefits.



          a. Insurance Benefits. The Company will provide you with standard insurance benefits
and will defray the costs of covering your dependents under its medical and dental insurance
program.




          b. Vacation/Sick Leave. You will be entitled to twenty days paid vacation and ten
days paid sick leave per year, pro-rated for the remainder of this calendar year. Vacation and
Sick Leave accrue ratably over the year from the date of hire.




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May 11, 2007

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          c. Transportation. Parking will be provided for you in the building that is equal to
$295 per month.




     7. Background Check. You understand that employment will be contingent on completion
of a background verification of previous employment and education.



     8. Proprietary Information and Invention Agreement. Your acceptance of this offer and
commencement of employment with the Company is contingent upon the execution, and delivery to an
officer of the Company, of the Company’s Proprietary Information and Inventions Agreement (the
“PIIA”), a copy of which is enclosed for your review and execution prior to your Start
Date.



     9. Confidentiality of Terms. You agree to follow the Company’s strict policy that
employees must not disclose, either directly or indirectly, any information, including any of the
terms of this agreement, regarding salary or stock purchase or option allocations to any person,
including other employees of the Company; provided, however, that you may discuss such terms with
members of your immediate family and any legal, tax or accounting specialists who provide you with
individual legal, tax or accounting advice.



     10. At-Will Employment. Notwithstanding the Company’s obligation described in
Section 9 above, your employment with the Company will be on an “at will” basis, meaning that
either you or the Company may terminate your employment at any time for any reason or no reason,
without further obligation or liability.



     This letter, together with the PIIA, sets forth the terms of your employment with the Company
and supersedes any prior representations or agreements, whether written or oral. This letter may
not be modified or amended except by a written agreement, signed by the Company
and by you.



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May 11, 2007

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     We are all delighted to be able to extend you this offer and look forward to working with you.
To indicate your acceptance of the Company’s offer, please sign and date this letter in the space
provided below and return it to me, along with a signed and dated copy of the PIIA.



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 

	 	OMEROS CORPORATION	 	 
	 
	 
	 	/s/
Gregory A. Demopulos 	 	 
	 
	 	 

Gregory A. Demopulos, M.D.
	 	 
	 

	 	Chairman of the Board and CEO	 	 






	 	 	 
	ACCEPTED AND AGREED:

	 	 
	 
	 	 
	RICHARD J. KLEIN
	 	 
	/s/ Richard J. Klein
 
	 	 
	 

Signature

	 	 
	5/14/07 
	 	 
	 

Date

	 	 






Enclosure: Proprietary Information and Inventions Agreement





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