EX-10.2



 Exhibit 10.2 
  





 
 Driven by science. Focused on life. 

Via Email Delivery 
 May 13, 2015 

Mr. Andrew Powell 
 <REDACTED> 

Dear Andrew 
 It is my great pleasure to offer you the position
of General Counsel, Corporate Secretary reporting to me. We are very excited about the possibility of you joining our team, and we look forward to the prospect of working with you in our innovative company! 

The following outlines the terms of our offer: 
 Your annualized
base salary will be $450,000 payable on the 15th and last day of each month. 
 Employees who join the
Company between January 1 and September 30th will be eligible for a prorated bonus for their first year of employment. Bonuses are generally paid in the first quarter, following year
that the bonus was earned. As such, you will be eligible for the 2015 corporate bonus paid out in the first quarter of 2016. The target bonus opportunity for your position is 60% of your base salary. The actual payout can range from 0% to 250% of
this target, based on individual and company performance. The Board of Directors makes an assessment of company achievement against goals for purposes of annual bonus payouts annually, generally in the first quarter of the following year. You will
be a participant in the Medivation 162M Bonus Program for Section 16 Officers as adopted by the Board of Directors. 
 We will recommend to
Medivation’s Board of Directors that you be granted an option to purchase 20,430 shares of Medivation common stock and 10,215 restricted stock units (RSUs). Upon vesting, each RSU will entitle you to receive one share of Medivation common
stock. 
 Your options will have an exercise price equal to the fair market value of the shares, on the date the option is granted (as determined in
accordance with Medivation’s Stock Option Grant Date Policy). The terms of your options will be governed in all respects by the terms of our 2004 Equity Incentive Award Plan and the stock option agreements. Your options will vest over a
four-year period – 25% at the end of the first year, then 1/48th monthly thereafter over the ensuing three years. Your RSUs will vest over a three year period – one third on each of
approximately the first, second and third anniversaries of the grant date. In the event there is a change of control of Medivation, your options would fully vest and become exercisable, and your RSUs would fully vest, automatically upon the
occurrence of that event. 
 525 Market Street, 36th Floor  San Francisco, CA 94105 (415) 543-3470  Fax
(415) 543-3411 www.medivation.com 







 Your options and RSUs will be submitted for approval following your start date of employment. A stock option
agreement will be provided to you, after the Board of Directors has approved your grant. In addition, you may be eligible for future annual equity grants under the Plan based on the level of your position and your performance. Annual grants are
typically made in the first quarter, of the year following a performance evaluation. Employees must be on board by September 30th, in order to be eligible for an annual grant. 

As an employee of Medivation, Inc., (the Company) you will be eligible to participate in our benefits programs. These include health, dental, vision, basic
life and basic personal accident insurance. Details of these and other benefits will be provided during the new hire orientation. All Medivation Inc., benefits are re-evaluated on an annual basis and are subject to change. 

Subject to timely completion of your job responsibilities, paid time off (PTO) may be utilized at your discretion. 

The Company offers a 401(k) plan with an employer match that provides you with the opportunity for pre- or post-tax, long-term savings. You may contribute up
to the federal maximum, which is currently $18,000. 
 In addition, the Company offers an Employee Stock Purchase Plan (ESPP) - ESPP is a voluntary benefit
that allows eligible employees to purchase shares of Medivation common stock at a discount through after tax payroll deductions. Eligible employees must enroll during the designated enrollment period. Additional information including a Prospectus
and online enrollment instructions will be provided after your date of employment. 
 As a result of the 1986 Immigration Reform and Control Act, we are
required to verify the identity and work authorization of all new employees. You will therefore be required to sign the Employment Eligibility Verification (Form I-9). We will need to examine original documents that satisfy these verification
requirements, within 24 hours of your employment start date. This offer of employment is contingent upon your providing the necessary documentation within that period. 

You will abide by the Company’s strict policy that prohibits any new employee from using or bringing with him/her all prior employers’ proprietary
information, trade secrets, proprietary materials, and/or processes. Upon starting employment with Medivation Inc., you will be required to sign an Employee Confidentiality and Invention Assignment Agreement indicating, among other things, your
agreement with this policy. 
 By signing below you are indicating your understanding that should you accept a position at Medivation Inc., the employment
relationship is based on the mutual consent of the employee and the Company. Accordingly, either you or the Company can terminate the employment relationship at will, at any time, with or without cause or advance notice. 

This offer of employment is effective for three (3) business days from the date of this letter and is contingent upon satisfactory completion of
background and reference checks. If all of 







 
the foregoing is satisfactory, please sign, date, and return this letter, within three (3) business days. Please label the envelope attention Sandy Cooper, Human Resources and mail it to
Medivation, 525 Market Street 36th Floor, San Francisco, CA 94105. If you prefer, you may scan and email your signed offer letter to sandy.cooper@medivation.com 

Andrew, we are enthusiastic about welcoming you to the Company and look forward to you joining our team. 

 

	
	Sincerely,
	
	/s/ David Hung
	David Hung, MD
	President and Chief Executive Officer

 I accept employment with the Company on the foregoing terms. 

 

			
	 /s/ Andrew Powell

	Andrew Powell
		
	 5/26/15
	  	 5/27/15

	Date Signed	  	Anticipated Start Date