Exhibit
10.45


 


August 2, 2004


 


Mr. Claes Glassell


 


Dear Claes,


 


As we discussed, this letter (the “Agreement”) sets forth the terms and
conditions of your employment with Cerus Corporation (“Cerus” or the
“Company”).  This Agreement supersedes
and replaces your offer letter dated April 27, 2004, which shall have no
further force or effect.


 


Position, Duties, Reporting
Relationship and Board Membership


 


You will serve in an executive capacity and shall perform the duties of
the President and Chief Executive Officer (“CEO”).  In this position, you will report to the Company’s Board of
Directors (the “Board”), and you will have full responsibility for all
activities of the Company and be required to undertake the duties and
responsibilities assigned to you by the Board. 
Your overall mandate will include improvement of commercial performance
of the Company’s existing products, completion of clinical trials on new
products, and providing vision and focused resources on development and
implementation of new applications of the Company’s technologies with the
highest potential for success and profitability.  If your employment with the Company terminates for any reason,
you agree to tender your resignation as a director of the Board, if requested
by the Company, to be effective as of your last day of your employment with the
Company or any earlier date specified by the Company.


 


Base Salary and Bonus Compensation


 


Your initial annual base salary shall be $415,000, less standard
payroll deductions and withholdings and paid semi-monthly in accordance with
the Company’s normal payroll schedule.


 


You
will be eligible to participate in the Company’s Cash Bonus Plan for Senior
Management of Cerus Corporation, in accordance with the terms, conditions and
limitations of the plan.  You will be
eligible to receive an annual bonus for calendar year 2004 if you remain an
employee in good standing through March 1, 2005 (the expected bonus payout
date).  Provided this condition is met,
you are guaranteed a minimum 2004 annual bonus of $175,000, which bonus amount
is subject to increase to up to a total of seventy-five percent (75%) of the
base salary amount you actually receive from the Company during 2004.  For calendar year 2005, you may be eligible
to receive an annual bonus, which, at the Board’s sole discretion, may consist
of both cash compensation and


 

















 


a restricted stock grant (at an approximate split of 60% cash and 40%
restricted stock), with a total combined value of up to one hundred percent
(100%) of the base salary amount you receive in 2005, if you remain an employee
in good standing through March 1, 2006 (the expected bonus payout date).  Other than for calendar year 2004, annual
bonuses are not guaranteed and such bonuses, if any, are awarded at the sole
discretion of the Board based on its assessment of your performance and the
Company’s performance with respect to corporate and personal objectives.  You must remain employed through the end of
the year in order to earn and be eligible to receive a bonus, and no pro rata
or partial bonuses will be provided.  No
bonuses are earned until the Board confirms such bonuses in writing.  The Board shall have the sole discretion to
change or eliminate the annual bonus program at any time, and to determine the
amount of bonus earned, if any.


 


The Board may modify your compensation from time to time as it deems
necessary.


 


Stock Option Grant


 


As approved by the Board, you received a stock option to purchase five
hundred thousand (500,000) shares of the Company’s Common Stock pursuant to the
Company’s 1999 Equity Incentive Plan (the “Plan”) at an exercise price equal to
the fair market value of such shares at the time of grant as determined by the
Board (the “Option”).  The Option shall
be subject to the terms and conditions of the Plan and your Option agreement,
which will include the following four-year vesting schedule subject to your
continued employment with the Company: 
one eighth (1/8th) of the shares subject to the Option shall
vest six (6) months after the vesting commencement date, and one forty-eighth
(1/48th) of the shares subject to the Option shall vest on the first
day of each month thereafter.


 


Employee Benefits and Vacation
Accrual Rate


 


Subject to the terms, conditions and limitations of the Company’s
benefit plans, you will be eligible to participate in Cerus’ standard employee
benefits plans which include employer-subsidized medical, dental and vision
care coverage, long term disability insurance, life insurance, a 401(k) plan,
and, upon meeting eligibility requirements, participation in Cerus’ Employee
Stock Purchase Plan.  The Employee Stock
Purchase Plan gives employees an opportunity to obtain an equity position in
Cerus Corporation at a favorable price. 
You will accrue paid vacation at an initial annual rate of four (4)
weeks per completed year of active employment. 
Cerus may modify benefits and vacation accrual rate from time to time as
it deems necessary.


 


Relocation Assistance Benefits


 


To assist with your relocation from Connecticut to the San Francisco Bay
Area, the Company will provide the following reimbursements to you:  (a) your actual and reasonable out-of-pocket
costs to move your household goods and other personal property to the Bay Area;
(b) the closing costs (excluding real estate commissions) caused by the sale of
your residence in Connecticut and by the purchase of a new residence in the Bay
Area; (c) your reasonable temporary housing costs in the Bay Area


 

















 


during your first three (3) months of employment or until you move into
a new residence in the Bay Area, whichever occurs first; and (d) your out-of
pocket costs for a reasonable number of round trip airfare tickets to/from your
Connecticut residence and the Bay Area, such tickets to be used by either or
both of you or your spouse.  It is
expected that all reimbursements made to you under this paragraph will not
exceed a total of $100,000 in the aggregate. 
In order to receive these reimbursements, you must provide
documentation, satisfactory to the Company, of your costs and submit completed
expense reports.


 


Compliance with Company Policies;
Proprietary Information and Inventions Agreement


 


As a Company employee, you will be expected to abide
by Company policies and procedures and acknowledge in writing that you have
read and will comply with the Company’s Employee Handbook.  Furthermore, you must read, sign and comply
with the enclosed Employee Proprietary Information and Inventions Agreement
(the “Proprietary Information Agreement”) as a condition of your employment.


 


Third
Party Information


 


In your work for the Company, you will be expected not
to use or disclose any confidential information, including trade secrets, of
any former employer or other third party to whom you have an obligation of
confidentiality.  Rather, you will be
expected to use only that information which is generally known and used by
persons with training and experience comparable to your own, which is common
knowledge in the industry or otherwise legally in the public domain, or which
is otherwise provided or developed by the Company.  You agree that you will not bring onto Company premises or use in
your work for the Company, any unpublished documents or property belonging to
any former employer or other third party that you are not authorized to use or
disclose.  By accepting employment with
the Company, you represent that you will be able to perform your job duties
within these guidelines and that you are not subject to any contractual or
other obligations that could restrict your activities on behalf of the Company.


 


Outside Activities


 


Throughout your
employment with the Company, you may engage in civic and not-for-profit
activities so long as such activities do not interfere with the performance of
your duties hereunder or present a conflict of interest with the Company.  You may not engage in other employment or
undertake any other business activities unless you obtain the prior written
consent of the Board.


 


During your employment by
the Company, except on behalf of the Company, you will not directly or indirectly
serve as an officer, director, stockholder, employee, partner, proprietor,
investor, joint venturer, associate, representative or consultant of any other
person, corporation, firm, partnership or other entity whatsoever known by you
to compete directly with the Company, anywhere in the world, in any line of
business engaged in (or planned to be engaged in) by the Company; provided,
however, that you


 

















 


may purchase or otherwise acquire up to (but not more than) one percent
(1%) of any class of securities of any enterprise (but without participating in
the activities of such enterprise) if such securities are listed on any
national or regional securities exchange or have been registered under Section
12(g) of the Securities Exchange Act of 1934, as amended.


 


At-Will Employment Relationship


 


Your
employment relationship is terminable at-will. 
This means that either you or the Company can terminate your employment
at any time, with or without Cause (defined below), and with or without advance
notice.  In the event that you resign
from your employment, we request that you provide at least two (2) weeks
advance written notice.  This at-will
employment relationship can only be changed in a written agreement approved by the
Board and signed by you and a duly authorized member of the Board.


 


Severance Benefits


 


In the event that the Company terminates your
employment without Cause, and if you first sign, date, and deliver to the Company a
separation agreement that includes a general release of all known and unknown
claims in the form provided to you by the Company, and you allow this
separation agreement to become effective,
then you will receive, as your sole severance benefits (collectively, the
“Severance Benefits”):  (a) severance
pay equal to twelve (12) months of your base salary in effect as of the
termination date, less required deductions and withholdings, paid in the form
of salary continuation on the Company’s standard payroll dates (beginning with
the first payroll date following the effective date of the required separation
agreement); (b) provided that you timely elect continued group health insurance
coverage through federal COBRA law, the Company will pay your COBRA premiums
sufficient to continue your group health insurance coverage at the same level
in effect as of your termination date for twelve (12) months after your
termination or until you become eligible for group health insurance coverage
through a new employer, whichever occurs first; and (c) accelerated vesting of
any unvested shares subject to the Option (and any other subsequently provided
option grants) such that all shares will be fully vested and immediately
exercisable effective as of the employment termination date.


 


For the purposes of this Agreement, “Cause” for
termination shall mean
the Company’s termination of your employment for any of the following
reasons:  (a) you are convicted of any
felony or of any crime involving moral turpitude (including a no contest or
guilty plea); (b) you participate in any fraud or act of dishonesty against the
Company; (c) you willfully breach your duties to the Company, including
insubordination, misconduct, excessive absenteeism, or persistent
unsatisfactory performance of job duties; (d) you intentionally damage or
willfully misappropriate any property of the Company; (e) you materially
breach any written agreement with the Company (including, but not limited to,
your Proprietary Information Agreement); or (f) you engage in conduct that
demonstrates unfitness to serve as reasonably determined by the Board.  Notwithstanding the foregoing, prior to a
termination for Cause falling within (c) and (f) of the foregoing Cause
definition, the Board must provide you with written notice of your
unsatisfactory


 

















 


conduct and a period of thirty (30) days to cure such conduct, except
that such written notice and opportunity to cure are not required if the
conduct is not capable of being cured. 
In the event that your employment is terminated for Cause or your
employment terminates at your request for any reason, Cerus shall have no
obligation to pay any Severance Benefits.


 


Change of Control Benefits


 


If, within twelve (12) months after a Change of Control (defined
below), your employment is terminated without Cause by the Company or
terminated due to your Good Reason Resignation (defined below), and in either case if you also first sign,
date, and deliver to the Company a separation agreement that includes a general
release of all known and unknown claims in the form provided to you by the
Company and you allow this separation agreement to become effective, then in lieu of receiving the Severance
Benefits, you will be eligible to receive the following as your sole benefits
(collectively, the “Change of Control Benefits”): (a) severance pay equal to eighteen (18) months of your base salary in
effect as of the termination date, less required deductions and withholdings,
paid in the form of salary continuation on the Company’s standard payroll dates
(beginning with the first payroll date following the effective date of the
required separation agreement); (b) provided that you timely elect continued
group health insurance coverage through federal COBRA law, the Company will pay
your COBRA premiums sufficient to continue your group health insurance coverage
at the same level in effect as of your termination date for eighteen (18)
months after your termination or until you become eligible for group health
insurance coverage through a new employer, whichever occurs first; and (c)
accelerated vesting of any unvested shares subject to the Option (and any other
subsequently provided option grants) such that all shares will be fully vested
and immediately exercisable effective as of the employment termination date.


 


For the purposes
of this Agreement, a “Change of Control” shall mean:  (a) a sale, lease or other disposition of all or substantially
all of the assets of the Company; (b) a merger or consolidation in which the
Company is not the surviving corporation; or (c) a reverse merger in which the
Company is the surviving corporation but the holders of the Company’s
outstanding voting stock immediately prior to such transaction own, immediately
after the closing of the transaction, securities representing less than fifty
percent (50%) of the voting stock of the Company or other surviving entity.


 


For the purposes of this Agreement, your “Good
Reason Resignation” shall mean your resignation within twelve (12) months after
a Change of Control because the Change of Control resulted, without your
consent, in:  (a) a relocation of your
assigned office more than thirty-five (35) miles from its location immediately
prior to the Change of Control; (b) a material decrease in your base salary
(except for salary decreases generally applicable to the Company’s other
executive employees); or (c) a material reduction in the scope of your duties and
responsibilities from your duties and responsibilities in effect immediately
prior to the Change of Control.


 

















 


Miscellaneous


 


This Agreement, together
with your Proprietary Information Agreement, forms the complete and exclusive
statement of your employment agreement with Cerus.  It supersedes any other agreements or promises made to you by
anyone, whether oral or written, including but not limited to the April 27,
2004 offer letter.  Changes in your
employment terms, other than those changes expressly reserved to the Company’s
or Board’s discretion in this letter, require a written modification approved
by the Board and signed by you and a duly authorized director of the Board.  Each party has carefully read this
Agreement, has been afforded the opportunity to be advised of its meaning and
consequences by your or its respective attorneys, and signs the same of your or
its own free will.  This Agreement can be
signed in counterparts, and facsimile signatures shall be deemed equivalent to
original signatures.  As required by
law, your employment is subject to satisfactory proof of your right to work in
the United States.


 


Please sign below to indicate your acceptance of these terms and
conditions of your employment relationship. 
We look forward to your favorable reply and to a productive and exciting
work relationship.


 


Sincerely,


 


	
  BJ Cassin

  
	
  Chairman of the Board

  
	
  Cerus Corporation

  
	
   

  
	
  cc:

  	
  Mr. Bruce Cozadd

  
	
   

  	
  Mr. Ray Larkin

  
	
   

  	
  Mr. P. Anthony Price

  



 


	
  Accepted:

  	
   

  
	
   

  	
   

  
	
  /s/  Claes
  Glassell

  	
   

  	
  Date

  	
  August 5, 2004

  	
   

  
	
  Claes Glassell

  	
   

  
					



 


Enclosure:  Employee Proprietary Information and
Inventions Agreement