Employment Offer Letter Agreement with Julie Cherrington, Ph.D.



 EXHIBIT 10.6 
 

 
 TERMS OF EMPLOYMENT 
 1. Employer: Phenomix Australia Pty Ltd. (“Phenomix”). 
 2. Employee: Julie
Cherrington Ph.D. (“Employee”). 
 3. Title: President, Phenomix Australia Pty. Ltd. 
 4. Commencement Date: October 31, 2003 (“Start Date”). 
 5. Level of Commitment: Full-time basis. 
 6. Reports to: Laura K. Shawver, Ph.D. 
 7. Assignment: Initial position will be located at the Canberra, Australia
location for a minimum of one year. When international assignment is completed and you return to the United States you will be employed by Phenomix Corporation and receive a title to be determined although not less than Senior Vice
President/Executive Vice President of Research and Development. 
 8. Salary: AUS$250,000 per year inclusive of superannuation (with
any amounts greater than social security tax to be reimbursed by Phenomix) or social security, to be earned and paid in semi-monthly installments, payable in arrears, less applicable withholding tax, payroll deductions and any fringe benefits tax
liability. Upon return to the United States salary will be US$250,000 plus any merit increase awarded which will not be less than industry average. 
 9. Transition Benefits to Australia: Phenomix will pay reasonable and customary moving and transitional accommodation expenses of Employee to Canberra, Australia, provided that such moving and transitional accommodation expenses
combined shall not exceed US$30,000.00 and provided further that written documentation of such expenses is provided to Phenomix within 90 days of hire date. In addition, Phenomix will provide you with a housing allowance not to exceed US$2,500 a
month and use of a mid-size car while located in Canberra, Australia. Alternatively, at the election of Phenomix, Phenomix will reimburse you the cost to lease or purchase a car (“Car Cost”) plus pay a tax “Gross-up” so that the
net Phenomix reimbursement to you in connection with the car, after taking into account the increase in your personal taxes because of Phenomix’ payment of the Car Cost and the Gross-up, equals the Car Cost. In addition, Phenomix will provide
you with an additional US$25,000 to assist you with you incidental relocation expenses, which amount shall be non-accountable and paid to you on January 15, 2004. If you should voluntarily terminate your employment with Phenomix within two
years, US$25,000 will be immediately due and payable. 







 10. Transition Benefits to Phenomix Corporation: Phenomix Corporation will pay reasonable and
customary moving and transitional accommodation expenses upon return to San Diego, California, provided that such moving and transitional accommodation expenses combined shall not exceed US$50,000.00 and provided further that written documentation
of such expenses is provided to Phenomix Corporation within 90 days of return date. In addition, Phenomix Corporation shall pay all closing costs on the sale of your residence in San Francisco and on the purchase of your residence, as it is
described in Section 11 herein. 
 11. Mortgage Assistance: Loan. To assist with your purchase of a residence in San
Diego, upon your return to the United States, Phenomix Corporation will make you a loan of US$150,000.00, secured by a second deed of trust on the residence (the “Loan”). We expect that the Loan will be interest free, provided that
you (after consulting with your tax attorney) agree that the Loan meets the required conditions for an employee relocation loan under the Internal Revenue Code; otherwise the Loan will bear interest at the lowest rate that would avoid imputed
interest for federal income tax purposes (which is currently 3.15%). The principal and any interest shall be paid within five years. For so long as you continue to serve as an employee of Phenomix Corporation, Phenomix Corporation will pay you
bonuses in equal amounts over the remainder of the period of five years equal to the principal amount of the Loan (including any accrued interest). The bonus amount will be paid coincident with your required repayments of the Loan (which bonuses
will constitute taxable income for which withholding tax will be payable). Upon voluntary termination, the outstanding balance of the Loan will be due and payable within 30 days of such termination. Additional terms shall be as set forth in the
employee loan documents. 
 Notwithstanding the foregoing, you understand that, pursuant to the Sarbanes-Oxley Act of 2002, you may be
required to prepay the Loan at such time as the Company’s securities become publicly traded. In such event, the Company will pay you a bonus coincident with the required prepayment in the amount of such prepayment, provided that the bonus can
be paid under the Sarbanes-Oxley Act or other applicable law. 
 12. Stock Option: Phenomix Corporation will recommend that its Board
of Directors, at the next Board meeting following the Start Date, grant to Employee a stock option to acquire 400,000 shares of common stock of Phenomix Corporation at an exercise price equal to the fair market value of the Company’s
common stock on the date of grant. As of the last Board meeting, the Board determined the fair market value to be $0.105 per share. Such stock option grant will be on customary terms, provided that the stock options will become vested and
exercisable over a period of four years, with 25% of options becoming vested and exercisable on the first anniversary of the Start Date, and the remaining 75% becoming vested and exercisable monthly over months 13 through 48 following the Start
Date. 
  

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 13. Bonus: 
 a. Guaranteed Bonus: 
  

	 	i.	Bonus Amount: While in Australia you will receive an annual bonus of US$100,000 to be paid equally (US$25,000.00 or the prorated portion thereof upon return to the United
States) every three months. In the event Employee is required to pay income tax in Australia and the US on salary earned in Australia which is not otherwise offset by corresponding tax deductions, Phenomix will increase the bonus to cover the
non-deductible amounts and any additional taxes incurred. 

 b. Discretionary Performance-Based Bonus:

  

	 	i.	Bonus Amount: You will be eligible to receive an annual, performance-based monetary bonus of up to 20% of your annual salary. 

  

	 	ii.	Performance Criteria: Performance criteria will be subject to approval by the Board of Directors. 

 c. Mortgage Assistance Repayment Bonus: 
  

	 	i.	Bonus Amount: This bonus amount is described in Section 11 herein. 

 14. Benefits: Employee and partner shall be entitled to customary employee benefits, in addition to base salary such as group health insurance coverage and other fringe benefits offered by Phenomix to other
employees at a similar level of responsibility. 
 15. Phenomix’s Policies: Employee will be required to comply with customary
Phenomix policies, including without limitation, maintaining the confidentiality of Phenomix’s confidential information, assigning to Phenomix inventions made by Employee during the term of employment, and not pursuing competitive activities
during the term of employment. Employee will be required to sign Phenomix’s standard employee confidential information and inventions agreement, a copy of which is attached hereto. 
 16. Duration: Employee’s employment with Phenomix will be “at will,” which means that Employee has the right to terminate
employment with Phenomix at any time and that Phenomix reserves for itself an equal right to terminate the relationship. Nothing in this Agreement is intended to modify this at will employment relationship. 
 17. Severance: In the event: (1) there has been a “Change of Control” of the Company, (2) you are a full-time employee at the
time of the Change of Control, and (3) within three hundred sixty five (365) calendar days from and including the date of the Change of Control, your employment is involuntarily terminated for any reason (other than for “Cause”
or your death or disability), upon executing a release of liability with the Company you shall be eligible to receive a severance payment in an amount equal to six months’ base salary, the transition benefit described under paragraph 9 will be
forgiven and you will have one year from your termination date to repay the Loan made under paragraph 11. 
 As used herein, “Change
of Control” means the occurrence of any of the following events: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined
in Rule 13d-3 of the 

  

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Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the
Company’s then outstanding voting securities; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or its parent) at least fifty percent 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation; or (d) a change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (1) are directors
of the Company as of the date hereof, or (2) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any
transaction described in clauses (a), (b) or (c) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. As used herein “Cause,” shall mean (a) fraud or
illegal acts; (b) material violation with consequential damages to the Company of Company agreements, including the Company’s confidential information and inventions agreement; (c) material failure to perform your job function to a
reasonable standard after notice of such failure has been given to you by the Board of Directors and you have had a 15 business-day period to cure such failure or (d) any other reason deemed cause under applicable California law. 
 REVIEWED AND APPROVED: 
  

					
	April 27, 2003	 		 	PHENOMIX CORPORATION
			
	 	 		 	/s/ Laura K. Shawver
		 		 	Laura K. Shawver, Ph.D.
		 		 	President & Chief Executive Officer
			
	April 27, 2003	 		 	EMPLOYEE
			
	 	 		 	/s/ Julie M. Cherrington
		 		 	Julie M. Cherrington, Ph.D.

  

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