Employment Agreement



 EXHIBIT 10.2 
  
 June 30, 2005 
  
 J. Michael French 
  
 Dear Michael: 
  
 This letter
shall serve to set forth the terms of employment offered to you by Sirna Therapeutics, Inc. (the “Company”) and acknowledge your acceptance of the employment on such terms as detailed below. This letter (agreement) shall become effective
upon the mutually agreed upon start date of your employment with the Company (the “Effective Time”). 
  
 Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them on Attachment A hereto, which is incorporated
herein. 
  
 1. Positions and Scope of Employment. Upon the
Effective Time, you shall serve as Senior Vice President, Corporate Development of the Company and will be based in San Francisco, California at the Company’s corporate headquarters. You shall render such business and professional services in
the performance of your duties, consistent with your position within the Company, consistent with the Bylaws of the Company and as shall reasonably be assigned to you by the Company’s President and Chief Executive Officer and/or the Board of
Directors (the “Board”), and you shall report directly to the President and Chief Executive Officer. You shall perform your duties faithfully and to the best of your ability and shall devote your full business efforts and time to the
Company. 
  
 2. Compensation. 
  
 (a) Base Salary; Annual Reviews. During the period
beginning as of the Effective Time and ending on December 31, 2005, the Company shall pay to you as compensation for your services a base salary at the annualized rate of $255,000 (the “Base Salary”). Thereafter, your Base Salary
shall be subject to annual performance review by the President and Chief Executive Officer. Your Base Salary shall be paid in accordance with the Company’s normal payroll practices. 
  
 (b) Bonus. In each calendar year of your employment with the Company you shall be eligible to earn a
bonus, which shall be payable in cash or stock at the discretion of the Board of Directors of the Company. The annual bonus shall be based upon attainment of goals which shall be mutually agreed upon by you and the President and Chief Executive
Officer. The amount of the annual bonus which you shall be eligible to earn shall be equal to twenty five percent (25%) of your then current annual Base Salary in the event: (a) you achieve such goals, and (b) the Company achieves its
corporate goals. This amount shall not be pro rated for the 2005 calendar year. Your bonus shall be reasonably increased or decreased based on the overachievement or 

  

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underachievement of such personal and corporate goals. Such bonus shall be payable within sixty (60) days after the end of the calendar year with
respect to which the bonus is payable. 
  
 (c)
Options. The Company shall grant to you stock options to purchase 300,000 shares of the Company’s common stock. The stock option grant shall be governed by the terms of Company’s Stock Option Plan. Such options shall be exercisable
for a period of ten (10) years at an exercise price equal to the Fair Market Value (as defined in the Company’s Stock Option Plan) on the date of the stock option grant (which shall be the Effective Time). Twenty five percent (25%) of
the stock options granted herein shall vest on the first anniversary of your employment with the Company and the remaining seventy five percent (75%) of the stock options shall vest thereafter on a monthly basis over the subsequent
(3) years so as to be fully vested at the end of a period of four (4) years after the Effective Time. Each stock option grant shall be in the form of incentive stock options in the maximum amount permitted by applicable law. You will also
be considered for additional grants of stock options in connection with reviews by the Board. 
  
 (d) Employee Benefits. During your employment with the Company, you shall be entitled to participate in the employee benefit plans
currently and hereafter maintained by the Company, which shall include, without limitation, the following: 
  
 (i) group PPO medical and dental insurance plans (the coverage under which shall include your dependents and contain no restrictions
relative to pre-existing conditions and will be effective on the first day of the first month after Effective Time); 
  
 (ii) short-term disability insurance and long-term disability insurance (which coverage shall contain no restrictions relative to
pre-existing conditions); 
  
 (iii) term life
insurance in the guaranteed amount of $425,000 with the option of completing an evidence of insurability for an additional $75,000, and with your having the right to designate the beneficiary(ies) thereof; 
  
 (iv) participation in the Company’s 401(k) plan, your
contributions to which may be matched by the Company with contributions of shares of its common stock if approved by the Board; provided that any such matching contributions shall vest over three (3) years of service (you can enroll on the
first available date allowed under the plan following the Effective Time); 
  
 (v) participation in the Company’s Flexible Spending Account; and 
  
 (vi) participation in the Company’s Stock Purchase Plan, allowing purchase of shares of the Company’s common stock at fifteen
percent (15%) below the market price (you can enroll on the first available date allowed under the Plan following the Effective Time). 
  
 The Company reserves the right to revise, add or rescind any benefits at any time for its employees generally; provided that any such
permitted revision, addition 

  

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or rescission of benefits by the Company shall be without prejudice to your rights provided in Section 4(d) hereof. 
  
 (e) Vacation Days; Sick Days; Holidays. You shall be
entitled to paid vacation, sick days and holidays in accordance with the Company’s policies as in effect from time to time, as well as all applicable state and federal laws. 
  
 (f) Expenses. The Company shall reimburse you for reasonable travel, entertainment or other expenses
incurred by you in the furtherance of or in connection with the performance of your duties on behalf of the Company and/or for Company approved personal professional development in accordance with the Company’s expense reimbursement policy as
in effect from time to time. 
  
 3. Termination.

  
 (a) At-Will Employment. You and the
Company agree that your employment with the Company shall be “at-will” employment, that you are free to resign and, subject to the provisions hereof, the Company is free to terminate your employment at any time for any reason or no reason.

  
 (b) Voluntary Termination; Termination for
Cause. In the event that your employment with the Company is terminated voluntarily by you or for Cause by the Company, then (i) all options which have vested shall continue to be exercisable in accordance with the terms of the
Company’s stock option plan and applicable legal requirements; (ii) all payments of Base Salary accrued but unpaid on the date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to within
the required timeframe allowed by law and all further compensation by the Company to you hereunder shall terminate as of the date of termination; and (iii) you shall be entitled to continue medical and dental insurance coverage for yourself and
your dependents, at your expense, at the same level of coverage as was provided to the you under the Company’s insurance plan immediately prior to the termination (“Health Care Coverage”) by electing COBRA continuation coverage
(“COBRA”) in accordance with applicable law. 
  
 (c) Termination upon Death or Disability. In the event that your employment with the Company is terminated as a result of your death or permanent disability then (i) all options which have vested shall continue to be exercisable
in accordance with the terms of the Company’s stock option plan and applicable legal requirements; (ii) the Company shall pay to you, your estate or your designated trust, as applicable, all payments of Base Salary and bonuses accrued but
unpaid on the date of termination, as well as expenses incurred to the date of termination, immediately upon the date of termination and all further compensation by the Company to you hereunder shall terminate as of the date of termination; and
(iii) you shall be entitled to continue medical and dental insurance coverage for yourself and your dependents, at your expense, at the same level of coverage as was provided to you under the Company’s Health Care Coverage by electing
COBRA in accordance with applicable law. For purposes hereof, the term “permanent disability” shall mean your inability to perform your duties as they exist at the time disability commences on account of illness, accident or other physical
or mental incapacity which shall continue for a consecutive period of ninety (90) days or an aggregate of one hundred twenty (120) days in any consecutive twelve-month period. 
  

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 (d) Termination without Cause. In the event that your employment with the Company
is terminated by the Company without Cause, then (i) all options which have vested shall continue to be exercisable in accordance with the terms of the Company’s stock option plan and applicable legal requirements; (ii) all payments
of Base Salary and bonuses accrued in accordance with Company’s policy, but unpaid on the date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to you immediately; (iii) subject to the
provisions of Section 4 hereof, your unvested options shall continue to vest, on a monthly basis, during the nine (9) month severance period described in Section 3(d)(iv) below, but such continuing vesting of your unvested options
shall cease upon your obtaining new employment during the applicable severance period; (iv) the Company shall pay to you a severance payment, monthly installments (two pay checks per month in accordance with Company’s standard payroll
practices), equal to your Base Salary for a period of nine (9) months; provided, however, that in the event you are terminated as a result of a Change of Control (other than for Cause), the amount of such severance payment shall be twelve
(12) months’ severance; provided, further, that in the event you obtain other employment during the applicable nine (9) or twelve (12) month severance period, your severance payments thereafter shall be reduced on a prospective
basis (not to less than 0) in the amount of cash compensation received by you during the remainder of such applicable severance period; and (v) the Company shall be responsible for all costs relating to maintaining your Health Care Coverage for
you and your dependents under COBRA during the designated severance period. You shall be entitled to continue medical and dental insurance coverage for yourself and your dependents for the remaining period, at your expense in accordance with
applicable law. However, such Health Care Coverage shall terminate upon your obtaining alternative Health Care Coverage (after completing any waiting periods for such coverage to become effective). 
  
 (e) Waiver and Release of Claims. In order to be
eligible for the severance and benefits provided under this agreement, Company will require you to sign a separate severance agreement that among other things will require you to freely and voluntarily, on your behalf, your heirs, personal
representatives, successors and assigns (“French Releasers”) jointly and severally fully and forever release, acquit and discharge the Company and its successors, partners, officers, directors, employees, agents, and any related
party which includes all subsidiaries, affiliates, and parent corporations or entities, their respective heirs, personal representatives, successors and assigns (each an “French Releasee” and collectively the “French
Releasees”), of and from any and all claims, counterclaims and causes of action whatsoever which the French Releasers, jointly and severally, ever had, now have, or hereafter can, shall or may have against the French Releasees, jointly and
severally, arising out of or in connection with the your employment with the Company, including the termination of said employment. 
  
 4. Change of Control. Notwithstanding anything to the contrary contained herein, in the event of a Change of Control of the Company if your
employment is terminated by the Company within one (1) year after the Change of Control (other than for cause), then: (i) the greater of (a) fifty percent (50%) of your unvested options shall vest immediately, or (b) your
unvested options shall continue to vest, on a monthly basis, during the twelve (12) month severance period described in Section 3(d)(iv) above; and 

  

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(ii) the Company shall pay to you a severance payment in accordance with the provisions of Section 3(d) above. 
  
 5. Non-Disclosure and Non-Competition Agreement and Invention Assignment
Agreement. You will enter into the Company’s standard Non-Disclosure and Non-Competition Agreement and Invention Assignment Agreement upon commencing employment hereunder, in the forms of Attachment B and Attachment C hereto.

  
 6. Directors’ and Officers’ Liability Policy.
You will be covered under the Company’s directors’ and officers’ liability insurance policy, which shall provide coverage in an amount and upon terms customary to similarly situated companies. The Company shall maintain a policy
throughout the duration of your employment. 
  
 7. Relocation
Expenses associated with this Agreement. Terms for reimbursement of expenses associated with your relocation from Phoenix, Arizona to San Francisco, California shall be in accordance with the terms set forth in the Company’s standard
relocation policy. If employment is terminated voluntarily or for cause within two (2) years of payment/reimbursement by Company then 100% of relocation expenses are to be promptly (but in no event later than 30 days following the termination)
repaid to Company. 
  
 8. Indemnification. The Company
agrees that if you are made a party or are threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that you are or were a director,
officer, employee or agent of the Company or any subsidiary or affiliate of the Company, whether or not the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent, you shall be indemnified and
held harmless by the Company to the fullest extent authorized by Delaware law, as the same exists or may hereafter amended, against all damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements and costs, including
reasonable attorneys’ fees, accountants’ fees and disbursement, incurred or suffered by you in connection therewith (including the advancement of your defense costs and expenses as and when incurred) and such indemnification shall continue
as to you even if you have ceased to be an officer, director or agent and are no longer employed by the Company and shall inure to the benefit of your heirs, executors and administrators. 
  
 9. Assignment. This Agreement shall be binding upon and inure to the benefit of (a) your heirs, executors and
legal representatives upon your death and (b) any successor or assignee of the Company. Any successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose,
“successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.

  
 10. Notices. All notices, requests, demands and other
communications provided hereunder shall be in writing and shall be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, or
(iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their 

  

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successors at the following addresses, or at such other addresses as the parties may later designate in writing: 
  
 If to the Company: 
  
 SIRNA THERAPEUTICS, INC. 
 185 Berry Street, Suite 6504 
 San Francisco,
California 94107 
 Attn: President & CEO 
 Copy to: V. P. Legal Affairs 
  
 If to you: 
  
 at the last residential address
known by the Company. 
  
 11. Severability. In the event
that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. 
  
 12. Integration. Upon the Effective Time, this Agreement, together
with the Non-Disclosure Agreement, Invention Assignment Agreement and the Non-Competition/Non-Solicitation Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or
contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. 

 
 13. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California, without reference to principles of conflict of laws. You and the Company each hereby submits, exclusive jurisdiction of the courts located in San Francisco, California and any
courts of appeal therefrom, and waives any objection (on the grounds of lack of jurisdiction, or forum non coveniens or otherwise) to the exercise of such jurisdiction by any such courts. 
  
 14. Effective Time. This Agreement shall become effective at the Effective Time. 
  
 [INTENTIONALLY LEFT BLANK] 
  

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 Please sign this Agreement and return one signed original copy to me, acknowledging your agreement with and acceptance of
these terms of employment. 
  

			
	 Sincerely,

	
	 SIRNA THERAPEUTICS, INC.

		
	 By:
	 	 /s/ Howard W. Robin

	 Name:
	 	 Howard W. Robin

	 Title:
	 	 President & CEO



  

	
	 Agreed and accepted:

	
	 /s/ J. Michael French

	 J. Michael French

	
	 Dated: July 1, 2005


  

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 Attachment A 
  
 DEFINITIONS 
  
 Cause. “Cause” is defined as (i) conviction of a felony crime involving moral turpitude, (ii) an intentional action or
intentional failure to act which was performed in bad faith and to the material detriment of the Company, (iii) continued intentional refusal or intentional failure to act in accordance with any lawful and proper direction or order of the
Board, (iv) willful and habitual neglect of the duties of employment, or (v) breach of the Non-Disclosure Agreement, contemplated hereunder; provided, however, that with respect to the events of “cause” described under clauses
(ii) through (v) above, the Company shall have first provided to you written notice describing the nature of the event and, thereafter, provided a reasonable opportunity to cure such event, which reasonable opportunity shall in no event be
less than thirty (30) days following receipt of such notice. 
  
 Change of Control. “Change of Control” of the Company is defined as: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then
outstanding voting securities; or (ii) the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company; or
(iii) the consummation of the sale or disposition by the Company of all or substantially all the Company’s assets; or (iv) when the individuals who on the date hereof constitute the Board and any new director (other than a director
designated by a person or entity who has entered into an agreement to effect a transaction described in clause (i), (ii) or (iii) above), whose nomination and/or election to the Board was approved by a vote of at least a majority of the
directors still in office who either were directors on the date hereof or whose election or nomination for election was previously approved, cease for any reason constitute a majority of the Board. 
  

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