Exhibit 10.15


 





 


November 4, 2005


 


Rodney Kellogg


[address]


 


Dear Rod:


 


DexCom Inc. (“Dexcom”,
or the “Company”) is a company working to develop technologies for the
continuous monitoring of glucose in people with diabetes.  We are committed to helping people with
diabetes live longer, healthier lives. 
We believe you would make an excellent addition to the Company.  Accordingly, DexCom is pleased to offer you
employment on the terms and conditions set forth below.


 


DexCom will employ you as a Vice President of Sales and you will make
best efforts to apply your expertise and discharge your duties in that
position. Your job responsibilities will include directing DexCom’s sales and
revenue generation activities.  You will
report directly to me.  You will work at
our facilities in San Diego, CA, subject to necessary business travel.  While employed, you must reside within 30
miles from your designated DexCom facility. The Company may change your
position, duties, and work location as it deems necessary.


 


Your initial annual salary will be $210,000 (your “Base Salary”), less
payroll deductions and all required withholdings.  You will be eligible for an annual cash
incentive bonus of up to 50% of your base salary, beginning January 1,
2006.  The exact structure of this bonus
will be determined later based upon DexCom’s status and corporate
objectives.  You will be paid bi-weekly
and will be eligible to participate in the comprehensive benefit program that
we offer to employees and their families, which includes medical, dental and
vision insurance plans, a 401(k) investment program, and paid-time-off and
holidays.   Further details about the
Company’s benefit program will be provided to you by our Human Resources
Department.  DexCom may, in its sole
discretion, change your Base Salary or modify the benefit programs in which you
participate.


 


DexCom will provide you a signing bonus of $85,000 from which we will
deduct all required withholdings, on your first day of full-time employment at
DexCom.  If you terminate your employment
with DexCom prior to completing one year of employment, you will be required to
refund your signing bonus in full.  If
you terminate your employment during year two, you will be required to refund
your signing bonus payment prorated on a daily basis to the number of days you
do not work for DexCom during that second year. 
However, in the event that in connection with, or within twelve months
following, a “change of control” (as defined below) you resign following a
change of control as a result of either (i) a material adverse change in
your duties and title, (ii) a reduction in your annual salary and bonus
potential, or (iii) the offices to which you are required to report being
relocated by more than 50 miles from the Company’s present location, you will
not have to repay any portion of this signing bonus.


 


As part of your
compensation package, DexCom’s management team will also recommend to the Board
of Directors that you be granted an option to purchase 100,000 shares of DexCom common stock (the “Option”) upon your
commencement of employment.  This Option
will be subject to the terms and 


 


- Confidential -


 


5555 Oberlin Drive / San Diego, CA 92121


858.200.0200 /
www.dexcom.com


 


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conditions of the
Company’s 2005 Stock Option Plan.  The
exercise price of the Option will be the fair market value of the stock on the
date the Board approves the stock option grant or the date you commence
employment with DexCom, whichever occurs later. 
The first 75,000 shares of the Option shall vest 25% on the first day of
the 13th month after the grant date and the remaining
75% shall vest in 36 equal monthly installments thereafter.  The remaining 25,000 shares of the Option
shall vest 25% on the first day of the 13th month after you
have permanently relocated to the San Diego area and the remaining 75% shall
vest in 36 equal monthly installments thereafter.


 


As a DexCom employee, you will be expected to abide by the Company’s rules and
regulations, and to sign and comply with the attached Employee Proprietary Information and Inventions
Agreement, which prohibits unauthorized use or disclosure of DexCom’s
proprietary information.


 


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 further 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.


 


DexCom’s normal
working hours are 8:00 a.m. though 5:00 p.m., Monday through
Friday.  You may be required to work
additional hours as required by the nature of your work assignments. As an
exempt employee, you will not be eligible for overtime.


 


Your employment
relationship with DexCom is at-will. 
Accordingly, you may terminate your employment with DexCom at any time,
for any reason whatsoever, simply by notifying the Company.  Likewise, DexCom may terminate your employment at any time, with or without
cause or advance notice.


 


In the event that
in connection with, or within twelve months following, a “change of control”
(as defined below) you are terminated by the Company other than for “cause” (as
defined below) or you resign following a change of control as a result of
either (i) a material adverse change in your duties and title, (ii) a
reduction in your annual salary and bonus potential, or (iii) the offices
to which you are required to report being relocated by more than 50 miles from
the Company’s present location, all of your unvested shares (100%) under the
Option, as well as any other stock option grants you may subsequently receive,
will vest immediately and you will also be eligible for your severance as
specified below (subject to the condition of signing a full release of claims
as specified below).  As used herein, “change
of control” means (i) a consolidation, merger or other reorganization of
the Company with or into any other entity or entities (excluding an equity
financing) in which the holders of the Company’s outstanding shares immediately
before such consolidation, merger or other reorganization do not, immediately
after such consolidation, merger or reorganization, retain stock representing a
majority of the voting power of the surviving entity of such consolidation,
merger or reorganization as a result of their shareholdings in the Company
immediately prior to the consolidation, merger or other reorganization; or (ii) a
sale of all or substantially all of the assets of the Company and its
subsidiaries, on a consolidated basis.


 


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Should the Company
terminate your employment at any time without “cause” you will be entitled to
six months of salary continuation at your then current base salary, subject to
your executing a full release of claims against the Company.  For the purposes of the preceding sentence,
your employment may be terminated for “cause” only if you have engaged in (i) willful
misconduct or gross negligence in the performance of your duties; (ii) a
material breach of your Employee Proprietary Information and Inventions
Agreement; or (iii) the commission of a felony affecting the Company or
its business.


 


In the event that
vesting on the Option, or any other options that may be granted to you, are
accelerated or you are paid severance as specified above, you agree not to
compete in the field of glucose monitoring or other fields for which your were
directly responsible for at the Company for a period of one year following the
acceleration or initial payment of severance. 
During that same one year period, you agree not to, directly or
indirectly, recruit, attempt to hire, solicit, or assist others in recruiting
or hiring, any person who is an employee of Company or any of its subsidiaries
or induce or attempt to induce any such employee to terminate his employment
with Company or any of its subsidiaries.


 


This letter,
together with your Employee Proprietary
Information and Inventions Agreement, forms the complete and
exclusive statement of your employment agreement with DexCom.  It supersedes any other agreements or
promises made to you by anyone, whether oral or written, and it can only be
modified in a written agreement signed by you and by an officer of DexCom.  As required by law, this
offer is subject to satisfactory proof of your right to work in the United
States.  This offer is also subject to
the satisfactory completion and results of the Company’s required background
and reference check.


 


Please sign and
date this letter, and return it to me by November 9, 2005, if you wish to
accept employment at the Company under the terms described above.  If you accept our offer, we would like you to
start on or before December 5, 2005. 
You may use my confidential fax to return a signed copy at 858.200.2340.


 


We look forward to your favorable reply and to a productive and
enjoyable work relationship.


 


Sincerely,


 


 


	
  /s/ Andy Rasdal

  	
   

  
	
  Andy Rasdal

  
	
  President and CEO

  



 


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Accepted and Agreed:


 


 


	
  /s/ Rodney Kellogg

  	
   

  
	
  Signature

  
	
   

  
	
  Rodney Kellogg

  	
   

  
	
  Name

  
	
   

  
	
  December 12, 2005

  	
   

  
	
  Date

  
				



 


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