exv10w22






Exhibit 10.22








December 10, 2009




Stephen K. Doberstein, Ph.D.

[Home Address]



Dear Steve:



I am pleased present to you with this offer letter agreement (the “Letter Agreement”)
setting forth certain terms and conditions of your employment as Senior Vice President & Chief
Scientific Officer at Nektar Therapeutics (“Nektar” or the “Company”), reporting to
me. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the
Company’s Change of Control Severance Benefit Plan, as it may be amended from time to time (the
“COC Plan” a copy of which is enclosed herewith).



Your annual cash compensation will consist of two components: base salary and an annual
performance bonus. Your base salary will be $400,000 on an annual basis and paid in accordance
with Nektar’s regular payroll schedule. Your annual performance bonus target each year will be at
least 50% of your annual base salary for each annual period commencing in 2010 (“Target Annual
Bonus”). Your base salary and Target Annual Bonus shall be subject to annual performance
review by the Compensation Committee of the Board of Directors (“Compensation Committee”)
in consultation with me. The actual amount of your annual performance bonus will range from 0% to
200% of the Target Annual Bonus based on the Compensation Committee’s assessment in consultation
with me of the achievement of a combination of annual corporate objectives and your achievement of
personal objectives agreed upon by you and me at the beginning of each annual performance period
commencing in 2010. Your annual performance bonus for a particular year will be paid not later
than March 15 of the following year.



Effective as of your first day of full-time employment with Nektar (“Start Date”, which we
currently anticipate to be January 6, 2010), you will be granted a non-statutory stock option to
purchase 540,000 shares of Nektar common stock under Nektar’s 2000 Equity Incentive Plan (“2000
Plan”). The exercise price will be set at the closing price of Nektar’s common stock on Nasdaq
on your Start Date in the case of the Initial Option. The shares subject to the Initial Option
will vest according to a 4-year vesting schedule for so long as you provide Continuous Service (as
defined in the 2000 Plan) to the Company with 25% of the shares subject to the stock option vesting
on the one year anniversary of your Start Date and the remainder vesting monthly on a pro-rata
basis over the following 3 years.






 









 








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You will be eligible for annual equity awards, in the sole discretion of the Compensation
Committee, based on the Compensation Committee’s review, in consultation with me, of your
individual performance and annual equity compensation levels of senior executive officers with
similar roles at comparator companies as analyzed by a reputable, nationally-recognized,
independent compensation consultancy firm.



You are also eligible to participate in Nektar’s standard employee benefits programs including
Medical, Dental and Vision Insurance, Term Life Insurance, 401(k), ESPP, Flexible Health Spending
Account, Short & Long Term Disability, COC Plan and the terms specified in those plans.



In addition, you will also be entitled to a one-time aggregate sign-on bonus of $150,000 (the
“Sign-On Bonus”), less applicable taxes and withholdings, which will be included with your
first regular payroll payment following your Start Date. If you resign or are terminated by the
Company without Cause prior to the first anniversary of your Start Date, you agree to repay the
Sign-On Bonus within thirty days of your last day of employment.



Your employment is by continued mutual agreement and may be terminated at will with or without
cause by either you or Nektar at any time with or without advanced notice. You have also entered
into Nektar’s standard Employment Agreement and such agreement contains certain terms and
conditions of your employment with Nektar other than those set forth herein.



In the event that your employment terminates due to your death or Disability (as defined in the
Company’s 2000 Equity Incentive Plan), (a) 50% of the then-unvested portion of any outstanding
stock options granted to you by the Company will automatically vest in the event of your Disability
(with the remainder of such unvested portion terminating immediately thereafter), and 100% of the
then-unvested portion of any outstanding stock options granted to you by the Company shall
automatically vest in the event of your death, (b) Nektar will pay to you or your estate, as
applicable, all unreimbursed expenses, all of your then accrued but unpaid base salary, and your
target bonus prorated for the portion of the last year in which you were employed by Nektar prior
to death or Disability, and (c) you and your dependents shall be entitled to continued medical,
dental, and vision insurance, at your or their expense, at the same level of coverage as was
provided to you and your dependents under Nektar’s insurance and benefits plans immediately prior
to the termination by electing COBRA continuation coverage in accordance with applicable law.



In the event your employment is terminated for reasons not related to a Change of Control (a) by
the Company without Cause, or (b) by you for a Good Reason





Nektar
Therapeutics    | 201 Industrial Road | San Carlos, CA 94070 USA | 650.631.3100 | www.nektar.com





 









 








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Resignation, then you and the Company
will meet in good faith to discuss the terms of an appropriate separation. In any event, at a
minimum, the Company will enter into a severance arrangement with you which will include the
following: (i) a fully effective waiver and release in such form as the Company may reasonably
require, (ii) a cash severance payment equal to your total annual cash compensation target (defined
as your then current monthly base salary annualized for 12 months, plus your bonus target
multiplied by the expected pay-out percentage used by the Company for its GAAP financial statements
in the previous calendar quarter, but not to exceed 100%), payable in accordance with the severance
payment schedule described in Section 4.2 of the COC Plan (including, without limitation and as
applicable, the six-month delay for payments to “specified employees” as set forth in such
section), (iii) the exercise period for the portion of your outstanding stock options that are
vested as of your termination date shall be 12 months following the termination date (subject to
earlier termination at the end of the option term or in connection with a change in control of the
Company in accordance with the applicable option plan and agreement), and (iv) the Company shall
pay all applicable COBRA payments for you and your family for one year after the termination date
(such payments shall cease in the event that you become eligible for comparable benefits with
another employer).



Any reimbursements pursuant to the foregoing provisions of this Letter Agreement shall be made in
accordance with the Company’s reimbursement policies, practices and procedures in effect from time
to time and shall be paid as soon as reasonably practicable and in all events not later than the
end of the calendar year following the year in which the related expense was incurred. Your rights
to reimbursement hereunder are not subject to liquidation or exchange for another benefit and the
amount of expenses eligible for reimbursement in one calendar year shall not affect the amount of
expenses eligible for reimbursement in any other year. Any tax gross-up payments made pursuant to
the foregoing provisions of this Letter Agreement shall be made as soon as practicable and in all
events not later than the end of the calendar year following the year in which you remit the
related taxes.



The terms, compensation and benefits set forth in this Letter Agreement shall be governed by
California law without reference to principles of conflicts of laws, may not be reduced without
your prior written consent and shall be binding upon and inure to the benefit of (a) your heirs,
executors, and legal representatives upon your death and (b) any person or entity which at any
time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or a majority
of the assets, business,
capital stock, or voting stock of Nektar. Any such person or entity shall be deemed substituted
for Nektar under this Letter Agreement for all purposes.



The compensation and benefits payable hereunder are intended to either be exempt from or comply
with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), so as
not to subject you to payment of any additional tax,





Nektar
Therapeutics   | 201 Industrial Road | San Carlos, CA 94070 USA | 650.631.3100 | www.nektar.com





 









 








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penalty or interest imposed under Section
409A. The provisions of this offer letter shall be construed and interpreted to avoid the
imputation of any such additional tax, penalty or interest under Section 409A yet preserve (to the
nearest extent reasonably possible) the intended benefit payable you.



Steve, we are delighted at the prospect of your continued leadership as a key member of Nektar’s
executive team. This offer set forth in this Letter Agreement will expire at the close of
business on December 8, 2009.




Sincerely,




/s/ Howard W. Robin

Howard W. Robin

President and Chief Executive Officer



ACCEPTED:




	 	 	 

	/s/ Stephen K. Doberstein
 

Stephen K. Doberstein, Ph.D.

	 	 





Date: December 14, 2009






Nektar
Therapeutics   | 201 Industrial Road | San Carlos, CA 94070 USA | 650.631.3100 | www.nektar.com