**Exhibit 10.54**

 

February 3, 2006

 

Stephen M. Gansler

431-1 Main Street

Medfield, MA  02052

 

DearSteve,

 

Onbehalf of Millennium Pharmaceuticals, Inc. (the “Company”), I am pleased tooffer you the position of Senior Vice President, Human Resources, reporting toDeborah Dunsire, Chief Executive Officer. We are very excited about theprospect 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 discussthem:

 

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

 

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

 

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

 

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

 

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5.               Equity Participation 

 

Stock Options:You will be granted stock options exercisable for 75,000 shares of the Company’sCommon Stock. One third (1/3) of the total number of stock options will begranted on the last day of the calendar month in which you commence full-timeemployment with the Company, and one third will be granted on the last day ofeach of the next two succeeding calendar months. The exercise price of thesestock options will be equal to the fair market value of Millennium’s CommonStock 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-timeemployment with the Company and as to one forty-eighth (1/48) of the sharesmonthly thereafter until all shares are vested, provided that you remainemployed 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 terminationof your employment for any reason (except as set forth in the precedingsentence or, in certain situations, upon a change of control of the Company asprovided in the Company’s 2000 Stock Incentive Plan or will be contained inyour stock option grant forms), vesting as to all shares shall cease. Providedthat you remain employed by the Company, these stock options will beexercisable (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 iscontained in the Company’s 2000 Stock Incentive Plan or will be contained inyour stock option grant forms.

 

Restricted Stock:  In addition to the stock options describedabove, the Company will issue you 20,000 shares of restricted stock under the Company’s2000 Stock Incentive Plan, which shares will vest one fourth (1/4) on each of thefirst, second, third, and fourth anniversaries of your commencement ofemployment with the Company, provided that you remain employed by the Company. Inthe event of your death while employed by the Company, all unvested shares willvest immediately. In the event of termination of your employment for any reason(except as set forth in the preceding sentence or, in certain situations, upona change of control as provided in the Company’s 2000 Stock Incentive Plan orwill be contained in your restricted stock grant form), vesting as to allshares shall cease. A complete description of the terms and conditions of this restrictedstock grant is contained in the Company’s 2000 Stock Incentive Plan or will becontained in your restricted stock grant form.

 

6.               Employment Period:  Youremployment with the Company is contingent upon your successful completion ofall required background screenings relative to the position you have accepted. Youremployment with the Company will be at-will, meaning that you will not beobligated to remain employed by the Company for any specified period of time;likewise, the Company will not be obligated to continue your employment for anyspecific period and may terminate your employment at any time, with or withoutcause.

 

7.               Employment Eligibility Verification: Please note that all persons employed in the United States, are requiredto complete an Employment Eligibility Verification Form on the first day ofemployment and submit an original document or documents that establish identityand employment eligibility within three business days of employment. For yourconvenience, we are enclosing Form I-9 for your review. You will need tocomplete Section 1 and present original document(s) of your choice as listed onthe reverse side of the form once you begin work. **Pleasenote:  the I-9 form and valididentification are *legal*requirements and must be submitted *within 3 days*of your start date. If you do not submit the required documentation within the3-day time frame, by law we cannot allow you to continue to work.**

 

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

 

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

 

Ifyou have any questions about your Orientation date in the meantime, pleasecontact me or Sara Benyamini at 617-551-8878.

 

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

 

11.   Severance: In the event that your employment is terminated by Millennium other thanfor Justifiable Cause or terminated by you for Good Reason, Millennium will,for the twelve-month period following your termination of employment (the “SeverancePeriod”), pay you a severance payment (the “Severance Payment”) equal to twelve(12) months’ base salary at your then current rate of pay. The SeverancePayment will be payable periodically in accordance with Millennium’s payrollprocedures as then in effect, commencing with the first payroll periodfollowing termination of employment.  In the event your employment isterminated by Millennium for Justifiable Cause or voluntarily by you withoutGood Reason, you will not be entitled to any Severance Payment.

 

“JustifiableCause” shall mean the occurrence of any of the following events: (i) yourconviction of, or plea of  nolo contendere with respect to a felony or acrime involving moral turpitude, (ii) your commission of an act of personaldishonesty or breach of fiduciary duty involving personal profit in connectionwith the Company, (iii) your commission of an act, or failure to act, which theBoard of Directors of the Company shall reasonably have found to have involvedwillful misconduct or gross negligence on your part, in the conduct of yourduties as an employee of the Company, (iv) habitual absenteeism, alcoholism ordrug dependence on your part which interferes with the performance of yourduties as an employee of the Company, (v) your willful and material failure orrefusal to perform your services as an employee of the Company, (vi) anymaterial breach by you to fulfill the terms and conditions under which you areemployed by the Company, or (viii) your willful and material failure or refusalto carry out a direct, lawful written request of the Board of Directors orChief Executive Officer.  In the event that Millennium terminates youremployment for Justifiable Cause, Millennium will provide you with a statementof the basis for such termination and an opportunity to respond thereto.

 

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“GoodReason” shall mean any action by the Company without your prior consent whichresults in (i) any requirement by the Company that you perform your principalduties outside a radius of 50  miles from the Company’s Cambridgelocation; (ii) any material diminution in your title, position, duties,responsibilities or authority, including your ceasing to report directly to theChief Executive Officer or to serve as a member of the Company’s executivemanagement team; (iii) any breach by the Company of any material provisioncontained 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 toless than 35% of your annual salary (unless such reduction is effected inconnection with a general and proportionate reduction of compensation  forall members of the management team); or (v) any acquisition, merger or changeof control involving the Company which results in your ceasing to serve as the executiveresponsible for human resources or an equivalent position for the survivingentity.

 

Tosignify your acceptance of this offer, please sign the enclosed copy of theoffer 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 tojoining the Company and have the highest expectation of your futurecontributions.

 

Verytruly yours,

MILLENNIUMPHARMACEUTICALS, INC.

 
| /s/  LINDA PINE       |   |
|-----------------------|--------|
|                  |
| Linda  Pine           |
| SVP,  Human Resources |

 

Iagree 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     |

 

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