Exhibit 10.57


 


February 2, 2004


 


VIA HAND DELIVERY


 


Cynthia Stephens


Pharsight Corporation


 


Dear Cynthia:


 


On behalf of Pharsight Corporation (“Pharsight” or the “Company”) and
in conjunction with Execustaff, Inc. (“Execustaff”), I am pleased to offer you the
position of Senior Vice President and Chief Financial Officer, reporting
directly to me.  In your role, you will
provide leadership for our Finance, Information Technology, Human Resources and
Legal groups.


 


We are confident that you will make an outstanding addition to our
team.  There are many professional and
technical challenges and the company is still small enough and growing rapidly
enough to provide ample opportunity for professional development and an increasing
role in the leadership of the firm.  As
a young and recently public company, Pharsight also offers you the opportunity
to participate in the company’s growth, on both a financial and intellectual
basis.


 


Base
Salary and Bonus Potential


 


Your base salary will be $240,000 annually, and will be paid
semi-monthly.  In FY2004 (which began
April 1, 2003) and for subsequent years, you will be eligible for an
annual performance bonus, pursuant to the terms and conditions of the Company’s
Management Incentive Bonus Program, targeted at thirty-five (35%) percent of
your base salary, with total compensation targeted at $324,000. This bonus is
tied to the company corporate performance goals and will be pro-rated for
FY2004 to reflect the date on which you joined the Company as Interim Chief
Financial Officer.  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.


 


Employee
Benefits


 


You will be eligible for Pharsight’s employee benefits programs,
including health, dental, life and disability insurance and 401(k) plan.


 


Stock
Options


 


In addition, the Company’s Compensation Committee has approved a stock
option grant to you of two hundred fifty thousand (250,000) shares of the
Company’s common stock, with an exercise price equal to the fair market value
of such shares 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 


 

















 


Offer Letter for Cynthia Stephens


February 2, 2004


 


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)
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.


 


Proprietary
Information and Inventions Agreement; Company Policies and Procedures


 


As a condition of your employment with Pharsight, you will be required
to sign the Company’s Proprietary Information and Inventions Agreement, two
originals of which are enclosed.  Please
sign both originals and return one to me with your acceptance of this offer.


 


In order to comply with Federal labor law requirements (IRCA), you will
be required to provide the Company documentary evidence of your identity and
eligibility for employment in the United States.  Such documentation must be provided to us within three (3)
business days of your date of hire, or our employment relationship with you may
be terminated.


 


In addition, you will continue to be required to abide by the Company’s
policies and procedures, as may be in effect from time to time and as reflected
in the Company’s Employee Handbook.


 


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 nine (9) 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


 


2

















 


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 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.


 


I am providing two originals of this letter.  Please sign and return one to indicate your acceptance.  This offer is valid through February 6,
2004.  We are excited about the prospect
of having you on the Pharsight team.


 


Sincerely,


 


	
  /s/ Shawn O’Connor

  	
   

  
	
  Shawn O’Connor

  
	
  President and Chief Executive Officer

  
	
  Pharsight Corporation

  



 


Enclosures


 


I accept employment with Pharsight Corporation subject to the terms and
conditions hereof.  I understand that
the terms set forth in this letter supersede all oral discussions I may have
had with anyone in the Company.


 


ACCEPTED:


 


	
  /s/ Cynthia Stephens

  	
   

  
	
  Cynthia Stephens

  
	
   

  
	
  February 2, 2004

  	
   

  
	
  Date

  
			



 


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