arna-ex103_755.htm



 

Exhibit 10.3

 


	
August 9, 2016
	
AMENDED




Vincent E. Aurentz

1105 Pinehurst Drive

Chapel Hill, NC  27517

Dear Vince,

I am pleased to offer you, subject to approval by the Board of Directors and its Compensation Committee, the regular, full-time, exempt position of Chief Business Officer, reporting to Amit Munshi, President & Chief Executive Officer.

You will receive a semi-monthly salary of $16,666.67 which annualized is $400,000.00.  In addition, as an inducement material to entering into employment with Arena, you will be granted 800,000 nonstatutory stock options that entitle you to purchase Arena stock at a price and on terms to be determined by the Compensation Committee of the Board of Directors.  You are also entitled to participate in a bonus plan of up to 50% of your base salary earned during the year.  You will also be eligible to participate in the employee benefit programs provided by Arena, which currently include medical, dental/vision reimbursement, life, AD&D, short-term and long-term disability insurance programs, a 401(k) plan and Employee Stock Purchase Plan (ESPP), you are entitled to enter into a standard form of Indemnification Agreement maintained by Arena for its executive officers, and you will participate in Arena’s Severance Benefit Plan with a severance period of 18 months.

Arena will pay you a “Monthly Housing Allowance” of $9,166.00 each month for up to 18 months to be used for covering temporary executive housing and car allowance while commuting between North Carolina and San Diego. In addition, Arena will also reimburse you on an after tax basis for the costs of airfare for commuting between North Carolina and San Diego. This reimbursement will be paid to you upon receiving airfare receipts at the end of every quarter.

This offer is subject to:


	
 
	
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Successful completion of background verification conducted by an Arena service provider.  





	
 
	
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Verification of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986.  You must complete section 1 only of the attached* I-9 form and provide the required documentation on your first day of employment.  For assistance with employment (H-1B) visa issues, please contact Allison Anderson at extension 1737.  




 



 


	
 
	
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Execution of the attached* Employee Proprietary Information and Inventions Agreement, which specifies your responsibilities regarding proprietary information, trade secrets and intellectual property.  





	
 
	
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Completion and confirmation of all other required employment and benefits forms, including the attached* Policy-Protection of Material/Prevention of Insider Trading, IT Security and Compliance Policy, Code of Business Conduct and Ethics, Anti-Corruption Policy, Policy Against Harassment, Policy on Filing, Receipt, and Treatment of Complaints, Policy Regarding Serving of Alcohol at Company Events, Legal Hold Policy, Publication Policy, Corporate Communications Guidelines, Lab Notebook Policy, and PhRMA Code on Interactions with Healthcare Professionals.




All other employment forms will be included in your New Hire/Benefits package and forwarded to you on or before your start date in preparation for orientation on your first day.

Consistent with Arena policy, your employment will be terminable at will and is guaranteed for no specified period.  This means that you may resign at any time and Arena may terminate your employment at any time with or without cause and without notice.  This “at will” status may not be changed except by written agreement signed by both you and the Chief Executive Officer of Arena Pharmaceuticals.  By signing this offer letter, you acknowledge that no representative of Arena has made any statement to the contrary in discussing prospective employment with you.

You represent that your employment with Arena will not conflict with or violate any agreement or understanding with a former employer or other person or entity.

If you accept this offer, please sign both copies of this letter signifying your agreement, and return one copy to the Benefits and Employee Resources Department on or before August 11, 2016.  Complete and return the attached additional documents as well.  Please contact a member of the Benefits and Employee Resources Department if you have any questions or concerns.

We look forward to having you as a member of the Arena team and hope our future association will be rewarding for you as well as the company.

Sincerely,

 

/s/ Amit Munshi

Amit D. Munshi

President and Chief Executive Officer

 

 

 



 

Acceptance:

I accept the offer as stated in this letter and I agree to the terms of employment described, including that my employment relationship is terminable at will by either me or Arena, with or without cause or notice.

 


	
/s/ Vincent E. Aurentz
	
 
	
8-11-2016

	
Vincent E. Aurentz
	
 
	
Date




 


	
Offer Expiration Date: August 11, 2016

	
Proposed Start Date: August 15, 2016

	
 
	
 
	
 

	
cc: 
	
 
	
Amit D. Munshi

	
 
	
 
	
President & Chief Executive Officer




 

*These forms will not be attached to faxed or emailed copies of the offer letter.