Exhibit 10.54


 


February 3, 2006


 


Stephen M. Gansler


431-1 Main Street


Medfield, MA  02052


 


Dear
Steve,


 


On
behalf of Millennium Pharmaceuticals, Inc. (the “Company”), I am pleased to
offer you the position of Senior Vice President, Human Resources, reporting to
Deborah Dunsire, Chief Executive Officer. We are very excited about the
prospect of you joining Millennium and helping to drive the Company’s future success.
The offer terms are outlined below, and please feel free to call me to discuss
them:


 


1.               Effective Date: The Effective Date of your full-time
employment with the Company is expected to be February 21, 2006 (the “Effective
Date”).


 


2.               Salary:  Your base salary will initially
be $325,000 per annum. Your salary will be paid periodically in accordance with
the Company’s payroll procedures. In addition, in accordance with the Company’s
compensation practices, you will receive, approximately annually, a salary
review which will be based on your performance, the Company’s performance and
such other factors as may be determined by the Company’s Board of Directors.


 


3.               Success Sharing:  You
will be eligible to participate in the 2006 Millennium Success Sharing cash
bonus program, which includes a fixed percentage of salary target for each
position. The funding of the target is based on the Company meeting overall
goals established at the beginning of each calendar year. In the event of
Company performance below or above target, your personal bonus payment may vary.
Your individual bonus payment will also vary based on your individual
performance. The target for your position is 35% of your annual salary,
prorated based on service during the calendar year. You will work with Deborah to
establish your individual goals under the Success Sharing program. Bonus payments
will be made to eligible and active employees in March of 2007 for the 2006
Success Sharing Plan.


 


4.               Benefits:  You and your dependents will
be eligible for the Company’s standard medical, dental, vision, life insurance,
disability benefits and Section 125 cafeteria plan. You will also be eligible
to participate in the Company’s 401(k) and Employee Stock Purchase plans. You
will accrue vacation at the rate of 1.25 days per month of full-time employment.
Standard paid holidays will be observed. Transportation benefits are also
available. The Company, however, reserves the right to modify its employee
benefit programs from time-to-time.


 

















 


5.               Equity Participation 


 


Stock Options:
You will be granted stock options exercisable for 75,000 shares of the Company’s
Common Stock. One third (1/3) of the total number of stock options will be
granted on the last day of the calendar month in which you commence full-time
employment with the Company, and one third will be granted on the last day of
each of the next two succeeding calendar months. The exercise price of these
stock options will be equal to the fair market value of Millennium’s Common
Stock on the date of each grant. All options will vest as to one fourth (1/4)
of the shares on the first anniversary of your commencement of full-time
employment with the Company and as to one forty-eighth (1/48) of the shares
monthly thereafter until all shares are vested, provided that you remain
employed by the Company. In the event of your death while employed by the Company,
all options will vest immediately as to all shares. In the event of termination
of your employment for any reason (except as set forth in the preceding
sentence or, in certain situations, upon a change of control of the Company as
provided in the Company’s 2000 Stock Incentive Plan or will be contained in
your stock option grant forms), vesting as to all shares shall cease. Provided
that you remain employed by the Company, these stock options will be
exercisable (as to the vested portion) for 10 years from the date of each grant.
A complete description of the terms and conditions of these stock options is
contained in the Company’s 2000 Stock Incentive Plan or will be contained in
your stock option grant forms.


 


Restricted Stock:  In addition to the stock options described
above, the Company will issue you 20,000 shares of restricted stock under the Company’s
2000 Stock Incentive Plan, which shares will vest one fourth (1/4) on each of the
first, second, third, and fourth anniversaries of your commencement of
employment with the Company, provided that you remain employed by the Company. In
the event of your death while employed by the Company, all unvested shares will
vest immediately. In the event of termination of your employment for any reason
(except as set forth in the preceding sentence or, in certain situations, upon
a change of control as provided in the Company’s 2000 Stock Incentive Plan or
will be contained in your restricted stock grant form), vesting as to all
shares shall cease. A complete description of the terms and conditions of this restricted
stock grant is contained in the Company’s 2000 Stock Incentive Plan or will be
contained in your restricted stock grant form.


 


6.               Employment Period:  Your
employment with the Company is contingent upon your successful completion of
all required background screenings relative to the position you have accepted. Your
employment with the Company will be at-will, meaning that you will not be
obligated to remain employed by the Company for any specified period of time;
likewise, the Company will not be obligated to continue your employment for any
specific period and may terminate your employment at any time, with or without
cause.


 


7.               Employment Eligibility Verification: 
Please note that all persons employed in the United States, are required
to complete an Employment Eligibility Verification Form on the first day of
employment and submit an original document or documents that establish identity
and employment eligibility within three business days of employment. For your
convenience, we are enclosing Form I-9 for your review. You will need to
complete Section 1 and present original document(s) of your choice as listed on
the reverse side of the form once you begin work. Please
note:  the I-9 form and valid
identification are legal
requirements and must be submitted within 3 days
of your start date. If you do not submit the required documentation within the
3-day time frame, by law we cannot allow you to continue to work.


 

















 


8.               Proprietary Information, No Conflicts:  You
agree to execute the Company’s standard form of Invention, Non-Disclosure and
Non-Competition Agreement and to be bound by all of the provisions thereof. You
hereby represent that you are not presently bound by any employment agreement,
confidential or proprietary information agreement or similar agreement with any
current or previous employer that would impose any restriction on your
acceptance of this offer or that would interfere with your ability to fulfill
the responsibilities of your position with the Company.


 


9.               New Employee Orientation: Orientation is held every other week. You
will receive a welcome kit in the mail informing you of your orientation date
approximately one week prior to your start date. We will talk in the meantime and
make arrangements for the timing and location of both your formal and informal
orientation schedule.


 


If
you have any questions about your Orientation date in the meantime, please
contact me or Sara Benyamini at 617-551-8878.


 


10.         Sign-on
Bonus:  The Company will pay you a bonus of $50,000
on the date of the first paycheck following commencement of your full time
employment. Payment of this bonus is contingent on:  1) your start date being no later than
February 27, 2006, and 2) your early start date causing you to forego your 2005
bonus from your current employer. Should you voluntarily resign or be
terminated for cause, within 12 months of your starting date after having
received this bonus, the Company reserves the right to seek repayment of all or
a pro-rata portion of your bonus.


 


11.   Severance:
 In the event that your employment is terminated by Millennium other than
for Justifiable Cause or terminated by you for Good Reason, Millennium will,
for the twelve-month period following your termination of employment (the “Severance
Period”), pay you a severance payment (the “Severance Payment”) equal to twelve
(12) months’ base salary at your then current rate of pay. The Severance
Payment will be payable periodically in accordance with Millennium’s payroll
procedures as then in effect, commencing with the first payroll period
following termination of employment.  In the event your employment is
terminated by Millennium for Justifiable Cause or voluntarily by you without
Good Reason, you will not be entitled to any Severance Payment.


 


“Justifiable
Cause” shall mean the occurrence of any of the following events: (i) your
conviction of, or plea of  nolo contendere with respect to a felony or a
crime involving moral turpitude, (ii) your commission of an act of personal
dishonesty or breach of fiduciary duty involving personal profit in connection
with the Company, (iii) your commission of an act, or failure to act, which the
Board of Directors of the Company shall reasonably have found to have involved
willful misconduct or gross negligence on your part, in the conduct of your
duties as an employee of the Company, (iv) habitual absenteeism, alcoholism or
drug dependence on your part which interferes with the performance of your
duties as an employee of the Company, (v) your willful and material failure or
refusal to perform your services as an employee of the Company, (vi) any
material breach by you to fulfill the terms and conditions under which you are
employed by the Company, or (viii) your willful and material failure or refusal
to carry out a direct, lawful written request of the Board of Directors or
Chief Executive Officer.  In the event that Millennium terminates your
employment for Justifiable Cause, Millennium will provide you with a statement
of the basis for such termination and an opportunity to respond thereto.


 

















 


“Good
Reason” shall mean any action by the Company without your prior consent which
results in (i) any requirement by the Company that you perform your principal
duties outside a radius of 50  miles from the Company’s Cambridge
location; (ii) any material diminution in your title, position, duties,
responsibilities or authority, including your ceasing to report directly to the
Chief Executive Officer or to serve as a member of the Company’s executive
management team; (iii) any breach by the Company of any material provision
contained herein not cured within thirty days’ of written notice thereof; (iv)
a reduction in your base salary or a reduction of your target bonus amount to
less than 35% of your annual salary (unless such reduction is effected in
connection with a general and proportionate reduction of compensation  for
all members of the management team); or (v) any acquisition, merger or change
of control involving the Company which results in your ceasing to serve as the executive
responsible for human resources or an equivalent position for the surviving
entity.


 


To
signify your acceptance of this offer, please sign the enclosed copy of the
offer letter, and either return it to me by mail, or telephone my assistant,
Nancy Kennedy at 617-679-7345 to arrange to fax it to me, no later than Friday,
February 10, 2006. After that date, the offer will lapse.


 


Steve,
all of us here at Millennium are very enthusiastic about your commitment to
joining the Company and have the highest expectation of your future
contributions.


 


Very
truly yours,


MILLENNIUM
PHARMACEUTICALS, INC.


 


	
  /s/
  LINDA PINE

  	
   

  
	
   

  
	
  Linda
  Pine

  
	
  SVP,
  Human Resources

  



 


I
agree to and accept the terms of this letter as of the date written above:


 


	
  /s/
  STEPHEN M. GANSLER

  	
   

  
	
  Stephen
  M. Gansler

  



 


	
  02/06/06

  	
   

  
	
  Date