Exhibit 10.1


 





Dyax Corp.


300 Technology Square


Cambridge, MA 02139


 


CONFIDENTIAL
DOCUMENT


 


July 8, 2008


 


George Migausky


4
Westgate Road


Winchester,
MA  01890


 


Dear
George,


 


It
is my pleasure to extend to you an offer of employment with Dyax Corp.  With your skills, qualifications and
enthusiasm, we are excited about the prospect of your joining the Dyax
team.  The terms of our offer are as
follows:


 


Title:
Executive Vice President and Chief Financial Officer


 


Supervision
and Starting Date:


 


You
will be reporting directly to Henry Blair, Chairman and Chief Executive
Officer.  Your start date will be no
later than Monday August 11, 2008.


 


Responsibilities:


 


As
EVP and CFO, you will be responsible for (i) supervising and managing the
strategic operation of the Finance and Purchasing departments and (ii) such
other duties as the Company’s CEO shall designate. All such duties will be
performed and discharged, faithfully, diligently and to the best of your
ability and in compliance with all applicable laws and regulations.  In performing these duties, you agree to
devote substantially all of your working time and efforts to the business and
affairs of Dyax and its affiliates.


 


Salary and Bonus:


 


As
an exempt employee you will receive an annual salary of $325,000 to be paid in
accordance with Dyax’s standard payroll practice.  Currently, our payroll is paid on a bi-weekly
basis.


 


In
addition to your base salary, you will be eligible for an annual bonus targeted
at thirty-seven and half percent (37.5%) of your base salary.  Bonus eligibility and amounts will be subject
to (i) the attainment of specific departmental objectives (1/2 weight) and
corporate objectives (1/2 weight).  For
exceptional performance beyond specified goals, target bonuses can be adjusted
upwards in any category (departmental and/or corporate) at the discretion of
the Compensation Committee of the Board of Directors.  Please note however, that you must be an
employee at the time of the scheduled bonus payment to receive the bonus.  For the calendar year ending December 31,
2008 your determination of eligibility and amounts for this bonus will be based
on your annual salary of your $325,000 and will not be prorated.  The actual bonus payout for each year is
subject to the approval of the Compensation Committee of the Board of
Directors.


 

















 


Stock Options:


 


Pending the approval of the
Compensation Committee of the Board of Directors, effective as of the first day
of your employment, Dyax will grant you an Incentive Stock Option to purchase
100,000 shares of Dyax common stock at a purchase price equal to the closing
price of Dyax’s common stock on the first day of your employment.  The option will be subject to the provisions
of Dyax’s 1995 Equity Incentive Plan (the “Plan”)
and the Stock Option Award Agreement to be entered into by you and Dyax
following the grant, which in relevant part will require that such option (i) vests
in equal monthly installments over four years; (ii) expires 10 years from
the grant date; and (iii) may be exercised (as to the vested portion) for
ninety (90) days following the termination of your employment.


 


Benefits:


 


You
will eligible to participate in Dyax’s employee benefits in the same manner
provided generally to Dyax’s exempt employees, including health and dental
insurance, 401(k) savings plan, disability insurance and life
insurance.  A package describing these
benefits is enclosed.


 


Vacation:


 


Over
the first year of your employment, you will accrue twenty (20) days of
vacation.  Thereafter, you will continue
to accrue according to the Dyax vacation policy, up to a maximum of thirty (30)
days of vacation per year.  All vacation
is to be taken in accordance with Dyax’s vacation policy.  In addition, should you become ill, you will
be allowed up to five (5) paid sick days, provided that any unused sick
days will not to be carried over from year to year and will not to be cashed
out upon termination.  Additionally, Dyax
offers employees ten paid holidays per year according to the company calendar.


 


Termination:


 


All employees at Dyax are employed at will.  “Employment at will” refers to the
traditional relationship between employer and employee, allowing either party
to unilaterally terminate the employment relationship.  While we ask that all employees provide at
least three (3) weeks prior notice; you will be free to resign at any
time.  Similarly, Dyax reserves the right
to terminating your employment at any time, with or without cause and with or
without prior notice.


 


However,
in the event you are terminated by the Company without “cause,” Dyax agrees to
continue paying you your monthly base salary for six (6) months as
severance.  All accrued vacation time
will be paid upon termination.  Medical
and dental benefits will continue during the period when you are receiving severance
and all accrued vacation time will be paid upon termination.  Medical and dental benefits shall continue
during the period you are receiving severance. 
Other than these benefits and your rights under COBRA, all other
benefits and vesting of your stock options will terminate as of your date of
termination.  The timing of any severance
payments made to you by the Company pursuant to this Agreement will be subject
to and made in accordance with Section 409A of the Internal Revenue Code
of 1986, as amended, which may include a six month delay in when your severance
may begin to be paid.


 


If
your employment is terminated for “cause” by the Company or is terminated by
you for any reason, your compensation, benefits, and stock option vesting will
cease as of the termination date.  For
purposes of this offer, “cause” will mean:


 


(i)            the willful and continued failure by you to
perform your duties with the Company (other than any such failure resulting
from your incapacity due to physical or mental illness), as determined by the
Company’s CEO or your direct supervisor; or


 


2

















 


(ii)           any act of material misconduct (including insubordination) or the
commission of any act of dishonesty or moral turpitude in connection with your
employment, as determined by the Company’s CEO or direct supervisor; or


(iii)          the
conviction of a felony or a crime involving moral turpitude.


 


Change of Control Agreement:


 


Additionally, the company has agreed to provide you with additional benefits
in the event your employment within the company is terminated after a “change
in control” on the same terms as has previously been offered to other senior
executives of the company.  A copy of the
letter containing such terms (the “Change of Control Agreement”) is enclosed
for your review.


 


Confidentiality Agreement:


 


You will be required to sign Dyax’s Standard Employee Confidentiality
Agreement on or before your first day of work. 
A copy is enclosed for your review. 
The Confidentiality Agreement obligates you not to disclose confidential
information you may learn during your employment with Dyax, to assign to Dyax
rights in inventions or other intellectual property developed in the course of
your employment and not to solicit employees or business away from, or engage
in competition against, Dyax for a period of one year following any termination
of your employment.


 


Additional
Documents:


 


You
will also be required to sign a Certificate of Acknowledgment under which you
acknowledge that you have read and agree to comply with Dyax’ s Corporate Communications, Disclosure and Insider
Trading / Reporting Policy, Dyax’ s Code
of Ethics and the Audit Committee
Procedures for Handling Complaints. 
A copy of each of these documents is also enclosed.


 


If
this offer letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to Dyax the enclosed copy of this letter, along
with the Confidentiality Agreement referenced above.  Such documents will then constitute the
complete agreement with respect to your employment by Dyax.  We are excited to have you join the Dyax
team.


 


This
offer is valid through Monday July 14, 2008.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Henry E. Blair

  
	
   

  	
  Henry
  E. Blair

  
	
   

  	
  Chairman
  and Chief Executive Officer

  



 


 


I
acknowledge receipt and agree with the foregoing terms and conditions.


 


 


	
    /s/ George Migausky

  	
   

  
	
  George Migausky

  	
   

  



 


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