Exhibit 10.3


 


April 13, 2009


 


Santosh J. Vetticaden, Ph.D., M.D.


 


Dear
Santosh,


 


As discussed, this letter
amends and restates Exhibit A of your November 12, 2008 offer
letter.   This amendment is prompted by
your plan to rent out your house in San Ramon, California to a third party for
three years after being unable to sell it for a reasonable price and your
desire to purchase a house in the greater Boston area as quickly as
possible.  The primary differences
between Exhibit A of your November 12, 2008 offer letter and Exhibit A
of this letter are the reduction of Cubist’s obligation to provide you with
temporary living/duplication housing assistance from 12 months to 8 months (from
12/31/09 back to 8/31/09) and the elimination of Cubist’s obligation to cover
any of the closing costs related to the sale of your house in San Ramon,
California, in exchange for a payment from Cubist to you of $87,250 (along with
a gross-up on taxes that arise from this payment) to be used by you to purchase
a house in the greater Boston area.  This
payment will, in part, offset the losses resulting from the planned rental of
your California house.  The amount of
this payment is equal to the approximate value of the decrease in Cubist’s
obligation to provide you with the housing assistance and closing costs
described in this letter (and the tax gross-up related to such obligations).  By signing this you agree, should you decide
to sell your home in California Cubist is not obligated to pay closing costs.


 


Exhibit A attached to this letter supersedes and
replaces Exhibit A of your November 12, 2008 offer letter in
its entirety and is incorporated by reference into this letter.  All of the other terms and provisions of your
November 12, 2008 offer letter remain in full force and effect.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/ Michael W. Bonney

  	
   

  
	
   

  	
   

  
	
  Michael W. Bonney

  	
   

  
	
  President and Chief
  Executive Officer

  	
   

  



 


I acknowledge and agree
to the terms and conditions of this letter.


 


 


	
  Signed:

  	
  /s/ Santosh J.
  Vetticaden

  	
   

  
	
   

  	
  Santosh J. Vetticaden,
  Ph.D., M.D.

  	
   

  



 

















 


Exhibit A


 


Relocation Expenses


 


Subject
to the terms of this Exhibit A, Cubist will cover the following relocation
expenses and you will be entitled to utilize the financial assistance for a
period of two years after your employment start date:


 


Temporary
Living/Duplicate Housing Assistance:   Cubist will cover temporary living for you
and your family in the greater Boston area or provide duplicate housing
assistance, as detailed below, for a period of 8 months after your employment
start date..


 


Additionally,
Cubist will cover one return trip home every other weekend during the first 12
months after your employment start date so long as you own your house in San
Ramon, California.


 


For
temporary living, our relocation provider will identify a furnished and
accessorized temporary apartment for you and your family to stay in if you
begin employment with Cubist before you are able to purchase a home in the
greater Boston area.


 


Relocation
Payment:  Cubist will pay you $77,200 to
help facilitate your purchase of a house in the  greater Boston area.   Cubist
will also pay the estimated federal, state and FICA tax liability (gross up)
that arises from this relocation payment.


 


Home
Purchase Closing Costs: 
Cubist will cover all normal and customary non-recurring home purchase
closing costs incurred with the purchase of your primary residence in the
greater Boston area and will cover up to $6,000 towards mortgage points to buy
down your mortgage interest rate.  The
following costs will not be covered:


 


·                  Attorney’s fees over $800.00


·                  Owner’s title insurance
(only Lender’s title insurance is covered)


·                  Property Tax escrows


·                  Hazard Insurance


 


House
hunting Trips:  Two house
hunting trips of up to seven (7) nights total with your family, minivan
rental, airfare or mileage, lodging, and meals up to $90 per day per person
will be covered by Cubist.


 


Miscellaneous
Expense Allowance:  Recognizing
that you may incur costs associated with your relocation that are not expressly
addressed here, Cubist will additionally provide you with $8,500 less
applicable taxes processed through payroll to assist you with any additional
expenses.  This allowance will be
disbursed once your official relocation process begins and you have signed the
Relocation Agreement.


 


Household
Goods Shipment:  Our
relocation provider will facilitate your obtaining two estimates from our
preferred van lines.  These estimates
must be approved in advance by Cubist and our relocation provider.  These costs will be billed directly to
Cubist.  Additionally, the cost of
transporting two automobiles will be covered by Cubist, and up to 12 months of
storage will be covered if it is necessary to move your household goods prior
to closing on a property in the new location.


 


Tax
Consequences:  Please note that
corporate relocation can have personal tax implications.  Please contact your tax advisor for more
information related to the tax implications of relocation. Cubist will pay 


 

















 


the
estimated federal, state and FICA tax liability (gross up) that arises from
taxable Company reimbursed expenses associated with your relocation as detailed
on Exhibit B.  As noted on
this Exhibit A and Exhibit B, you will not be grossed
up for the miscellaneous expense allowance or the amount of the tax gross up
that you receive from the Company.   The
amount of the tax gross up will be remitted by Cubist directly to the
appropriate revenue agency and reported as withheld taxes on your W-2 Wage and
Tax Statement.