Employment Letter dated May 5, 2004



 Exhibit 10.24 
  
 May 5, 2004 
  
 VIA EMAIL AND FEDERAL EXPRESS 
  
 Dan Weiner 
 7601 E. Treasure Drive, #919 
 N. Bay Village, FL 33141 
 dlweiner@bellsouth.net 
  
 Dear Dan: 
  
 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, Business Development, reporting directly to me, with a start date of June 2, 2004. 
  
 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. 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 $250,000 annually, and will be paid
semi-monthly. In FY2005 (which began April 1, 2004) 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 $337,500. This bonus is tied to company corporate performance goals as well as specific goals to be determined based upon your individual responsibilities, and will
be pro-rated from your date of hire for FY2005 to reflect the date on which you joined the Company as Senior Vice President, Business Development. 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, provided that you are employed by Pharsight and in good standing at the time of annual payment. 
  
 The Company may modify your compensation from time to time as it deems necessary. 
  
 Relocation 
  
 As we discussed, we expect that you will relocate to Cary, North Carolina, and Pharsight will assist with such relocation. Upon your
submission of appropriate documentation (including receipts), which shall be submitted no later than December 31, 2004, and in accordance with the Company’s expense reimbursement policies and practices, Pharsight will reimburse you for your
reasonable relocation expenses, up to a maximum reimbursement amount of $25,000. This reimbursement will cover your reasonable local rental housing costs for up to three (3) months, as well as the cost of relocating your personal property from
Miami, Florida to Cary, North Carolina. 
  










 Offer Letter for Daniel Weiner 
 May 5, 2004 
 Page 2 
  

 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, I will recommend to the Board that you be granted an option to purchase two hundred thousand (200,000) shares of Pharsight
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 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. 
  
 The Company acknowledges that the training materials that you independently developed for private and public PK/PD training courses are your
property and will not be deemed Proprietary Information or Inventions (both defined in the Company’s Proprietary Information and Inventions Agreement) of the Company. In addition, the Company consents to your teaching PK/PD training courses, so
long as such activity does not conflict with your employment obligations at Pharsight. 
  
 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 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 

  










 Offer Letter for Daniel Weiner 
 May 5, 2004 
 Page 3 
  

 
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 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 May 12, 2004. We are excited about the prospect of having you on the Pharsight team.

  

	
	Sincerely,
	PHARSIGHT CORPORATION
	
	/s/ Shawn O’Connor
	 Shawn O’Connor

	 President and Chief Executive Officer


  










 Offer Letter for Daniel Weiner 
 May 5, 2004 
 Page 4 
  

 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/ Daniel Weiner
	 Daniel Weiner



	
	
	 May 6, 2004

	 Date