Exhibit 10.1


 





 


March 31, 2005


 


 


Melvin D. Booth


PO Box 9230


McLean, VA 22102


 


 


Dear Mel:


 


The purpose of this letter is to outline the changes in your employment
relationship with MedImmune as you transition from an executive part-time
status into a regular part time role with MedImmune Ventures.  This letter agreement will also supercede the
part time employment agreement dated January 1, 2004 as amended on December 21,
2004.


 


We expect that you will transition into a part time role effective April 1,
2005.  As a part time employee you agree
to provide the Company with assistance relative to the items outlined in Annex
A, a copy of which is attached to this letter. 
To satisfy these duties and responsibilities, you will be available at
least two (2) days per month, either on-site or by phone/e-mail.  In no event will you be required to work more
than 20 hours per week or 32 hours per month. 
In your new capacity, your title will be Senior Vice President,
MedImmune Ventures and you will report to the President of MedImmune Ventures, Inc.  You will also be available to the CEO of
MedImmune, Inc. as needed to provide advice and counsel regarding business
activities.


 


As a part time employee, you will be compensated at a rate of $50,000
annually, payable in semimonthly pay periods (applicable taxes withheld).  For any services rendered as a part time
employee during any calendar month in excess of 16 hours, you shall be
compensated at the lesser of $250 per hour or $1,750 per day.  In addition, all stock options you have that
were vested as of December 31, 2003 (as more fully specified in paragraph
5(c ) of the January 1, 2004 Part-Time Employment Agreement) may be
exercised by you until 90 days after the expiration of this Agreement.  If services rendered as a Part-Time Employee
are in excess of 16 hours during any calendar month, you will submit, by the 15th
of the following month, timesheets that accurately reflect hours worked for the
previous calendar month.  Also, you will
submit regular reports (monthly) on a written and/or oral basis reflecting
progress against the responsibilities outlined in Annex A.


 





















 


In addition to the responsibilities and duties highlighted above, you
may be asked to serve as a member of up to four boards of directors as a
representative or designee of the company or any of its subsidiaries (e.g., as
a board member of a MedImmune Ventures, Inc. portfolio company).  For clarity, the hours associated with
meeting the board obligations referenced in this paragraph will not count
toward satisfying the duties and responsibilities outlined in Annex A and will
be in addition to the minimum requirement of two days per month and will not be
compensated at an hourly rate.  Board
responsibilities will be compensated at a rate of $30,000 annually for each
board position held, payable in quarterly payments.  This compensation is in addition to your base
annual payment of $50,000 and may vary with the number of board positions you
are assigned to fill.  Any other
compensation offered to you from a portfolio company of MedImmune Ventures as a
result of the board seat/s you fill on behalf of MedImmune Ventures, will pass
back to MedImmune, Inc. as stipulated in the attached policy statement.


 


MedImmune will also provide you with equipment and supplies necessary
to perform the responsibilities outlined. 
This will include (but is not limited to), administrative assistance,
computer equipment and a cell phone. 
This agreement will be in effect for twelve (12) months, until March 31,
2006, although the description of your role and employment status as outlined
in this letter will be re-evaluated annually, based on the business needs of
MedImmune, Inc. and this agreement may be extended by the written
agreement of the parties


 


Mel, I look forward to continuing to work with you in the future.


 


 


	
  /s/ David M. Mott

  	
   

  	
   

  
	
   

  	
   

  
	
  David M. Mott

  	
   

  
	
  Chief Executive Officer, President

  	
   

  
	
  and Vice Chairman

  	
   

  
	
   

  	
   

  
	
   

  	
  Agreed to and accepted:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Melvin D. Booth

  	
   

  
	
   

  	
  Melvin D. Booth

  



 





















 


ANNEX A


 


DUTIES AND
RESPONSIBILITIES


 


The Chief Executive
Officer of MedImmune, Inc. or executive delegate (e.g., President,
MedImmune Ventures, will advise the Employee of the sequence of tasks to be
undertaken, and the order in which Employee is to undertake the following
tasks:


 


1.       Participate in the evaluation, due diligence and
analysis associated with MedImmune Ventures, Inc investment prospects.


2.       Provide advice and counsel to MedImmune Ventures
investment companies as required and through participation as a Board of
Directors member.


3.       Be available to serve on up to four Boards as a
representative of MedImmune Ventures, Inc. 
Said Boards to be mutually agreed upon.


4.       Participate as a member of the investment committee of
MedImmune Ventures.


5.       Be available to provide advice and counsel regarding
general business activities.