Exhibit
10.50


 


	
  

  	
  Pharsight
  Corporation

  800 West El Camino Real, Suite 200

  Mountain View, CA 
  94040

  Phone: (650) 314-3800 

  Fax: (650) 314-3810

  



 


June
16, 2003


 


Mark Robillard


960 Wes Moore Drive


West Chester, PA 19082


 


Dear Mark:


 


As I have discussed with you, Pharsight Corporation (the “Company”) in
conjunction with Execustaff, Inc., is pleased to offer you an adjusted
compensation, an additional stock option grant and the severance benefits as
set forth in this letter agreement (“Agreement”).


 


Position


 


You will maintain your current position of Senior Vice President, PKS
Business Unit.  In your position, you
will report to the Company’s Chief Executive Officer (“CEO”).  You will continue to maintain your home
office in Philadelphia.  The Company
continues to retain the discretion to change your position, duties, reporting
relationship and work location as it deems necessary.


 


Base
Salary and Bonus Potential


 


Effective as of May 1, 2003, your annual base salary will reflect an
increase to two hundred twenty five thousand ($225,000), subject to standard
payroll deductions and required withholdings, and paid on the Company’s normal
payroll schedule.


 


Pursuant to the terms and conditions of the Company’s Management
Incentive Bonus Program for its Executive Officers, you will be eligible to
receive an annual performance bonus of up to thirty-five percent (35%) of your
previous and increased base salaries, each on a pro rata basis, subject to
standard payroll deductions and required withholdings.


 


As we discussed, during your mid-year review of your bonus plan
achievement, I will consider an increase of such eligibility to receive an
annual performance bonus of up to forty percent (40%).   However, the Company’s Compensation Committee
will determine in its sole discretion whether this increase would occur or
whether you have earned an annual bonus and the amount of any earned annual
bonus.


 


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


 


Stock
Options


 


On April 24, 2003, the Company’s Compensation Committee approved an
additional stock option grant to you, of fifty thousand (50,000) shares of the
Company’s common stock with an exercise price equal to the fair market value of
such shares on the date of grant in accordance with the terms of the Company’s
2000 Equity Incentive Plan.  Such
options will vest over a four (4) year period as follows: 25% will vest on the
first anniversary date of grant and the remainder will vest in equal monthly
installments thereafter until fully vested (“Vesting Schedule”).  However, upon a Change of Control (as
defined in the


 


1

















 


Company’s 2000 Equity Incentive Plan), the Vesting Schedule will
accelerate by one (1) year (“Accelerated Vesting”).  Accelerated Vesting will immediately vest upon a Change of
Control, the number of options equal to the amount, which would have vested one
year from the occurrence of such event. 
Accelerated Vesting described herein will supplement, but not supersede
section 12(c) of the Company’s 2000 Equity Incentive Plan as amended and
restated.


 


Employee
Benefits


 


Your eligibility for Company-sponsored employee benefits is not
affected by this Agreement.


 


Proprietary Information and Inventions Agreement; Company
Policies and Procedures


 


Your Proprietary Information
and Inventions Agreement with the Company dated September 24, 2001 (the
“Proprietary Information Agreement”) is not affected by this Agreement,
and the Proprietary Information Agreement will remain in full force and effect
in accordance with its terms.  You will
continue to be required to abide by the Proprietary Information Agreement as a
condition of your employment.


 


In addition, you will continue to be required to abide by Pharsight’s
policies and procedures, as may be in effect from time to time.


 


At-Will
Employment Relationship


 


Your employment continues to be terminable at-will, and either you or
the Company may terminate your employment relationship at any time, with or
without Cause (defined below) or advance notice.


 


Severance Benefits


 


In the event that your employment is involuntarily terminated by the
Company without Cause, as your sole severance benefits, the Company will
continue to pay your base salary and health care benefits in effect on the
termination date for six (6) months (the “Severance Payments”).  As a condition of your receipt of the
Severance Payments, you must first enter into a separation agreement with the
Company that includes your general release of all known and unknown claims, in
a form provided by the Company.  The
Severance Payments will be paid on the Company’s normal payroll schedule and
will be subject to standard deductions and withholdings.


 


For the purposes of this letter, “Cause” for your termination shall
mean:  (a) your conviction of any
felony or of any crime involving dishonesty; (b) your participation in any
fraud or act of dishonesty against the Company; (c) the material breach of
your duties to the Company, including persistent unsatisfactory performance of
job duties; (d) your intentional damage to, or willful misappropriation
of, any property of the Company; (e) your material breach of any written
agreement with the Company (including this Agreement or your Proprietary
Information Agreement); or (f) conduct, that in the good faith and reasonable
determination of the Board demonstrates gross unfitness to serve.


 


In addition, if, within six (6) months of a Change in Control (defined
below), you resign from your employment with the Company and such resignation
qualifies as a Resignation for Good Reason (defined below), you shall be
entitled to receive the Severance Benefits, provided
that you must first enter into a separation agreement with the
Company that includes your general release of all known and unknown claims, in
a form provided by the Company.


 


2

















 


For the purposes of this letter, the occurrence of either of the following events shall constitute a
“Change in Control”:  (a) the sale or
lease of all or substantially all of the assets of the Company; or (b) an
acquisition of the Company by another corporation or entity by consolidation,
merger or other reorganization in each case in which the holders of the
Company’s outstanding voting stock immediately prior to such transaction own,
immediately after such transaction, securities representing less than fifty
percent (50%) of the voting power of the corporation or other entity purchasing
such assets or surviving such transaction.


 


For purposes of this letter, a “Resignation for Good Reason” shall mean
a resignation by you due to any of the following events which occur after and
as a direct result of a Change in Control: (1) a material reduction in
compensation, unless such a reduction is applied, by resolution of the Board of
Directors, to all members of the Company’s officers; (2) a material adverse
change in your title due to a demotion; (3) a material adverse reduction in
your role and responsibilities; or (4) a requirement for you to relocate as a
part of your position.


 


You will not be eligible for any severance benefits in the event of a
termination with Cause or any resignation that does not qualify as a
Resignation for Good Reason.


 


If the relationship between Execustaff and the Company is
terminated for any reason, you will agree that the Company will become
solely responsible as your employer for all payroll, workers’ compensation and
benefits, including severance and vacation pay, and you will agree to seek the
same only from the Company.


 


Miscellaneous


 


This Agreement sets forth and forms the complete and exclusive
statement of your employment agreement with the Company concerning your
compensation, additional stock option grant and severance benefits, and this
Agreement supersedes any other agreements or promises made to you by anyone,
whether oral or written, concerning the subject matters set forth in this
letter including, but not limited to, your original offer letter with the
Company dated September 26, 2001his letter agreement cannot be changed except
in a writing signed by you and a duly authorized officer of the Company.


 


We are very pleased to offer you this salary increase, additional stock
option grant and severance benefits. 
Please sign and date this letter, and return it to me by June 30, 2003,
if you wish to accept the terms described above.


 


Sincerely,


PHARSIGHT CORPORATION


 


	
  /s/ Shawn M. O’Connor

  	
   

  	
   

  	
   

  
	
  Shawn M. O’Connor

  	
   

  	
   

  	
   

  
	
  President & Chief Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/  Mark
  Robillard

  	
   

  	
  June 24, 2003

  	
   

  
	
  Mark Robillard

  	
   

  	
  Date

  	
   

  



 


3