Exhibit
10.51


 


	
  

  	
  Pharsight
  Corporation

  800 West El Camino Real, Suite 200

  Mountain View, CA 
  94040

  Phone: (650) 314-3800 

  Fax: (650) 314-3810

  



 


June 16, 2003


 


VIA HAND DELIVERY


 


Mona Cross Sowiski


Pharsight Corporation


 


Dear Mona:


 


As I have discussed with you, Pharsight Corporation (the “Company”) in
conjunction with Execustaff, Inc., is pleased to offer you an increase in
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, Drug
Development Consulting.  In your
position, you will report to the Company’s Chief Executive Officer.  Your office will continue to be located at
the Company’s headquarters in Mountain View, California.  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 thirty five thousand ($235,000), 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. 
The Company’s Compensation Committee will determine in its sole
discretion 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 one hundred thousand (100,000) 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 Company’s 2000 Equity Incentive Plan), the Vesting
Schedule will accelerate by one (1)


 


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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 June 1, 2002 (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.


 


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


 


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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 July 1,
2002.   This 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/ Mona Cross Sowiski

  	
   

  	
  June 24, 2003

  	
   

  
	
  Mona Cross Sowiski

  	
   

  	
  Date

  	
   

  



 


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