Exhibit
10.32


April 30, 2004


 


 


Mr. Patrick
Broderick

c/o Corgentech Inc.


 


Re: Employment
Terms


 


Dear Patrick:


 


It is with great pleasure
that I invite you to join the Corgentech team. We are building an exciting, new
company dedicated to the discovery, development and commercialization of novel
therapies for cardiovascular diseases and other significant health conditions.
As you know, our most advanced product is in clinical development and is
projected to be approved for marketing in 2005. If successful, this product
will alleviate a major cardiovascular health risk and thereby generate revenues
in excess of a billion dollars on a worldwide basis. We also have various
research stage projects and intend to expand our research capabilities.


 


The most important
component of any successful company is its people. To accomplish successfully
our goals, we are assembling a world-class team to support our research and
development efforts.  Corgentech Inc. is
pleased to offer you the position of General Counsel, on the following terms.
You will report to John McLaughlin, President & CEO, in our General and
Administrative department.  You will
work at our facility located at 650 Gateway Blvd., South San Francisco, Ca  94080. 
Of course, Corgentech may change your position, duties and work location
from time to time as it deems necessary.


 


Your compensation will be
$230,000 per year,  less payroll deductions and all required
withholdings.  You will be paid
semi-monthly and you will be eligible for the following standard Company
benefits:  major medical, life, vision,
dental, accidental death & dismemberment, 
401(K) plan, vacation days, sick leave, and holidays.  Additionally, you will be eligible for a
year-end cash bonus based on individual and corporate performance of up to 15%
of your earned salary. Details about these benefits are available for your
review from our Human Resources Department. 
Corgentech may modify compensation and benefits from time to time as it
deems necessary.


 


You will also receive a
one time signing bonus of $50,000 less payroll deductions and all required
withholdings within thirty (30) days of your start date.  If you leave the Company voluntarily within
twelve (12) months of your start date, you will be required to reimburse
Corgentech for the signing bonus.


 


We will recommend to the Board of Directors of Corgentech (the “Board”)
that, at the next Board meeting, you be granted a stock option entitling you to
purchase up to 100,000 shares of Corgentech’s common stock (“Common Stock”) at
the then current fair market value as determined by the Board at that meeting.
Corgentech’s standard vesting program provides that twenty five percent (25%)
of such options shall vest on the first anniversary of your date of employment,
with the balance of your options vesting in equal monthly installments over the


 

















 


following three years.  The
options will be subject to the terms and conditions of Corgentech’s equity
incentive plan and a stock option agreement, which will be sent to you
separately.


 


If, within six months after the consummation of a Change of
Control (as defined herein), your job position is eliminated as a result of the
Change of Control, you will receive continuation of your base salary and health
benefits, less required withholdings, for a period of six months after your
termination date. For purposes of this offer letter, “Change of Control” shall
mean the occurrence of any one or more of the following events: (i) a sale,
lease, license or other disposition of all or substantially all of the consolidated
assets of the Company; (ii) a sale or other disposition of at least ninety
percent (90%) of the outstanding securities of the Company; (iii) a merger,
consolidation or similar transaction following which the Company is not the
surviving corporation; or (iv) a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form
of securities, cash or otherwise.


 


As a Corgentech
employee, you will be expected to abide by Corgentech’s rules and regulations,
and sign and comply with the attached Proprietary Information and Inventions
Agreement which prohibits unauthorized use or disclosure of Corgentech
proprietary information.  Corgentech is
an at-will employer.


 


The employment
terms in this letter supersede any other agreements or promises made to you by
anyone, whether oral or written.  As
required by law, this offer is subject to satisfactory proof of your right to
work in the United States.


 


We hope that you will
agree to join Corgentech as we build an organization dedicated to improving
patient health by addressing unmet medical needs and providing substantial
value for our stockholders and co-workers. 
Please sign and date this letter, and return it to me if you wish to
accept employment at Corgentech  under the terms described above. We
anticipate your start date to be July 5, 2004.


 


Welcome to Corgentech!


 


	
  Sincerely,

  	
   

  
	
  /s/ JOHN P. McLAUGHLIN

  	
   

  	
   

  
	
   

  	
   

  
	
  John McLaughlin

  	
   

  
	
  President &
  CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ PATRICK
  BRODERICK

  	
   

  	
  May 7, 2004

  	
   

  
	
  Patrick
  Broderick

  	
  Date

  
					



 


Attachment:  Proprietary Information and Inventions
Agreement


 


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