EXHIBIT 10.82


 


October 29, 2004


 


Cynthia Robinson


1149 Cabrillo Avenue


Burlingame, CA 94010


(650) 342-5552


 


Re:          Employment with
InterMune, Inc.


 


Dear Candy:


 


On behalf of InterMune, Inc., I am pleased to extend to you this
official offer of employment with InterMune as Senior Vice President,
Therapeutic Area Teams, reporting to Dan Welch, President and Chief Executive
Officer, beginning on November 1, 2004. This position is an exempt position.


 


Your employment is subject to proof of your legal right to work in the
United States, and to your completing the INS Employment Eligibility
Verification Form I-9.  Your employment
also is subject to successful verification of your professional references, and
to our standard pre-employment process, which includes completion of an
employment application and successful completion of a standard background
check.


 


Compensation


 


If you accept this offer and begin employment, you will receive an
initial base salary of  $240,000.00 per
year (calculated on a full-time equivalent basis), paid semi-monthly on our
regular paydays.  For the months of
November and December 2004, you will work a 50% schedule, and your salary will
be pro-rated to $120,000 ($10,000 per month). 
Beginning January 3, 2005, your position will increase to an 80%
schedule (four days per week), and your base salary will increase to 80% of
$240,000 per year, or $192,000, paid at the rate of $16,000 per month.  Deductions required by law or authorized by
you will be taken from each paycheck.


 


In addition, the Company will provide you with a one-time sign-on bonus
of $15,000.00 (subject to a one-time gross-up of 30%) to be paid one month
following your first day of employment. This sign-on bonus is subject to
repayment in full if you resign other than for “Good Reason” or if your
employment is terminated for “Cause” (as those terms are defined below) within
one year of your start date.


 


Additionally,
you will be eligible to participate in our discretionary incentive bonus
program designed to provide a financial reward for achieving performance goals.
The incentive plan will be based on two criteria:  your individual performance against your
goals as determined


 





















 


by
your manager and InterMune’s performance as determined by the Company’s
senior management and Board of Directors.


 


You also will be eligible to participate in the
Company’s Equity Incentive Plan.  As of
the date your schedule increases to 80% time (which we anticipate will be
January 3, 2005), we will recommended to the Company’s Board of Directors that
you receive the grant of an option to purchase up to 68,000 shares of Common
Stock under InterMune’s Equity Incentive Plan. 
All option grants are subject to approval by the Compensation Committee
of the InterMune Board of Directors.  
The options will vest over a four-year period beginning as of the date
your schedule increases to 80% time. The option exercise price will be the
NASDAQ closing price of InterMune common stock on the last business day before
you commence your 80% schedule.  The
exercise of any options will be subject to the terms of your stock option
agreement and the equity incentive plan.


 


Employee Benefits


 


As a full-time employee, you will be eligible for paid time-off
benefits, such as vacation, sick leave and holidays, in accordance with our
policies for similarly situated employees. 
Your vacation and sick leave accrual will be pro-rated based on your
scheduled hours of work.  You also will
be eligible to participate in InterMune’s employee benefit plans, in accordance
with the terms and eligibility requirements of those plans.  Currently, InterMune maintains group health
insurance, vision and dental plans; a long-term disability plan; a Flexible
Spending Account plan; a group Life Insurance and AD&D plan; a 401(k)
savings plan, and an Employee Stock Purchase Plan.


 


InterMune reserves the right to modify, amend or discontinue any
benefit plan at any time, in its sole discretion.  You may receive such other benefits as we
many determine from time to time, in our sole discretion.


 


Other Terms and Conditions of Employment


 


Employment with InterMune is at will. 
“Employment at will” means that you are free to resign from your
employment at any time, for any reason or no reason, with or without cause and
with or without notice.  Similarly, InterMune
may terminate your employment at any time for any legal reason, with or without
cause and with or without notice.  By
accepting this offer of employment, you agree that your employment is at will,
and acknowledge that no one, other than the Chief Executive Officer of
InterMune, has the authority to promise you anything to the contrary.  Any such agreement must be in writing and
signed by both you and the Chief Executive Officer of InterMune to be
effective.


 


We believe that your employment with InterMune requires a significant
commitment.  Employment with any other
entity, or for yourself in competition with InterMune, is not permitted.


 


During the course of your employment, you may create, develop or have
access to confidential information belonging to InterMune, including trade
secrets and proprietary information, such as clinical and other scientific
data, customer information, business plans, marketing plans, unpublished
financial information, software, source codes, and personnel information.  You agree that as a condition of your
employment with InterMune, you will sign


 


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and comply with the enclosed InterMune Proprietary Information and
Inventions Agreement, which contains certain commitments regarding
confidentiality. By accepting employment with InterMune, you also agree to keep
all InterMune information strictly confidential, and not to use it or disclose
it to any person or entity, except as is necessary in the ordinary course of
performing your work.  Similarly, you
agree to act in accordance with any valid non-disclosure agreements to which
you may be subject.  You further
acknowledge that your obligation to protect our confidential information from
disclosure exists both during your employment and after it ends.  You also agree that at the termination of
your employment, for any reason, you will return to us all copies (including
electronic copies) of any documents or other materials you have that refer to
or contain InterMune’s confidential information, including notebooks, manuals,
letters and customer lists.


 


You also agree, if you accept this offer of employment, that for a
period of two years after your employment ends, you will not solicit any
InterMune employee to leave his or her employment with InterMune in order to
begin employment or a consulting or independent contractor relationship with
any company or business in actual or potential competition with InterMune.


 


Severance Pay
in the Event of Termination (Not For Cause).  As a member of the Company’s Executive
Committee, you will be entitled to the following benefits in the event your
employment is terminated other than for “Cause” or in the event of a “Change in
Control” of InterMune (as those terms are defined below).  Although you at all times will remain an
at-will employee of InterMune, InterMune agrees that in the event you are
terminated by the Company other than for “Cause” in the absence of a “Change in
Control” of InterMune, you will receive the following benefits within fourteen
(14) days after receipt by the Company of a general release duly signed by the
you that releases the Company from all of your actual or potential claims
against InterMune:


 


•                  If
you have completed less than one (1) full year of service, you will receive six
(6) months’ base salary at your final rate of pay, six (6) months benefits
continuation (i.e.,
Company-provided COBRA payments), and six (6) months immediate acceleration of
vesting of each of your outstanding equity grants, whether stock options or
restricted shares


 


•                  If
you have completed at least one (1) year but less than two (2) years of
service, you will receive nine (9) months’ base salary at your final rate of
pay, nine (9) months benefits continuation (i.e.,
Company-provided COBRA payments), and nine (9) months immediate acceleration of
vesting of each of your outstanding equity grants, whether stock options or
restricted shares


 


•                  If
you have completed two (2) years of service or more, you will receive twelve
(12) months’ base salary at your final rate of pay, twelve (12) months benefits
continuation (i.e.,
Company-provided COBRA payments), and twelve (12) months immediate acceleration
of vesting of each of your outstanding equity grants, whether stock options or
restricted shares


 


•                  If
such termination not for Cause occurs in the second half of the calendar year,
you also will receive a pro rata share
of your target bonus for that year.


 


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The acceleration of vesting provided for in
this section of this agreement is intended to be in lieu of any acceleration
rights provided in any operative Stock Option Agreement you may sign, and in
addition to any acceleration rights provided in the operative Stock Plan
documents.  All other terms and conditions
applicable to your equity grants, e.g.,
with regard to exercise after termination, forfeiture, etc., will continue to
be governed by the operative Stock Option Agreement and Stock Plan
document.  Cash compensation required to
be paid pursuant to this section of this Agreement will be paid either in a
single lump-sum payment or ratably on a monthly basis over the severance
period, in the Company’s sole discretion.


 


Compensation
upon Change in Control.  In the event of a Change in Control of the
Company that results in: (i) your termination without Cause, or (ii) your
resignation for “Good Reason,” which for purposes of this Agreement shall mean
either (a) a material diminution in your duties, title or compensation, or (b)
a requirement that you relocate more than fifty (50) miles from the Company’s
Home Office location, any of which event occurs within one (1) year of the
change in control (a “Triggering Event”), you will receive the following
benefits within fourteen (14) days after receipt by the Company of a general
release duly signed by the you that releases the Company from all of your
actual or potential claims against InterMune:


 


(a)           Cash Compensation:  Two (2) years base salary at your final rate
of pay and two (2) years benefits continuation (i.e., Company-provided COBRA payments).  If a Triggering Event occurs in the second
half of the calendar year, you also will receive a pro rata share of your target bonus for that year.


 


(b)           Options or Restricted Share Grants:  Vesting of all outstanding equity grants
(including InterMune stock option grants, InterMune restricted stock grants,
and any grants made by the acquiring entity) will immediately accelerate. The
acceleration of vesting provided for in this section of this Agreement is
intended to be in lieu of any acceleration rights provided in the operative
Stock Option Agreement, and in addition to any acceleration rights provided in
the operative Stock Plan document.  All
other terms and conditions applicable to your equity grants, e.g., with regard to exercise after
termination, forfeiture, etc., will continue to be governed by the operative
Stock Option Agreement and Stock Plan documents.


 


(c)           Transition Management Services:
you will receive executive transition management services for a one-year period
with Lee Hecht Harrison, Right Management, or a similar transition management
firm, up to a cap of Forty Thousand Dollars ($40,000).


 


Definitions.


 


For purposes
of this agreement, “Cause” shall mean any of the following:


 


•                  Willful
refusal to follow lawful and reasonable corporate policy or Chief Executive
Officer directives; or


•                  Willful
failure, gross neglect or refusal to perform duties; or


•                  Willful
act that intentionally or materially injures the reputation or business of the
Company; or


 


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•                  Willful
breach of confidentiality that has a material adverse affect on the Company; or


•                  Fraud
or embezzlement; or


•                  Indictment
for criminal activity.


 


For purposes
of this Agreement, “Change in Control” shall mean any of the following:


 


•                  A
sale, lease or other disposition of all or substantially all of the securities
or assets of the Company; or


•                  A
merger or consolidation in which the Company is not the surviving corporation;
or


•                  A
reverse merger in which the Company is the surviving corporation but the shares
of Common Stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise.


 


The terms described in this letter replace all
prior agreements, understandings, and promises between InterMune and you
concerning the terms and conditions of your employment with InterMune.  Any modification of this agreement will be
effective only if it is in writing and is signed by both you and the Chief
Executive Officer of InterMune.


 


Candy, I am pleased to extend this offer of
employment to you, and hope that your association with InterMune will be
successful and rewarding.  Please
indicate your acceptance of this offer by signing this letter below and
returning the letter as soon as possible.  
A copy of this letter is enclosed for your records.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  InterMune, Inc.

  
	
   

  	
   

  
	
   

  	
  /s/ Howard Simon

  
	
   

  	
  By:

  	
  Howard Simon

  
	
   

  	
   

  	
  Sr. Vice President, Human Resources &

  Assoc. General Counsel

  



 


I understand and agree to the foregoing terms and conditions of
employment with InterMune, Inc.


 


 


	
  /s/ Cynthia Robinson

  	
   

  	
   

  
	
  Cynthia Robinson

  	
   

  
	
   

  	
   

  
	
  November 1, 2004 / November 1, 2004

  	
   

  	
   

  
	
  Date

  	
  Start Date