Exhibit 10.26






Exhibit 10.26








Nektar Therapeutics

201 Industrial Road

San Carlos, California 94070





December 1, 2008




Mr. Howard W. Robin

c/o Nektar Therapeutics

201 Industrial Road

San Carlos, California 94070



Dear Howard,




This letter agreement supersedes the offer letter agreement you entered into with Nektar
Therapeutics (“Nektar” or the “Company”) on January 5, 2007 and any other understandings and
agreements, written or oral, between you and the Company with respect to the subject matter herein
and is made effective as of the date set forth above. Capitalized terms used herein and not
defined shall have the meanings ascribed to them in the Company’s Change of Control Severance
Benefit Plan, as it may be amended from time to time (the “COC Plan” a copy of which is included
herein).



As President and Chief Executive Officer, you shall have the general powers and duties of
management usually vested in the office of chief executive officer of a corporation of the size and
nature of Nektar. You shall report directly to the Board. The Chairman of the Board shall be a
non-executive chairman. Your principal place of employment will be 201 Industrial Road, San Carlos,
CA.



Your annual cash compensation will consist of two components: base salary and an annual
performance bonus. Your base salary will be $680,000 on an annual basis and paid in accordance with
Nektar’s regular payroll schedule. Your annual performance bonus target each year will be at least
65% of your annual base salary (“Target Annual Bonus”). Your base salary and Target Annual Bonus
shall be subject to an annual performance review by the Board for appropriate upward adjustment.
The actual amount of your annual performance bonus will range from 0% to 200% of the Target Annual
Bonus based on the Board’s assessment of your achievement of a combination of corporate and
personal objectives agreed upon by you and the Board at the beginning of each annual performance
period. Your annual performance bonus for a particular year will be paid not later than March 15 of
the following year.



You will be eligible for annual equity awards, in the sole discretion of the Board, based on
the Board’s review of your individual performance and annual equity compensation levels of
non-founder chief executive officers of comparator companies as analyzed by a reputable,
nationally-recognized, independent compensation consultancy firm.



You will also be eligible to participate in Nektar’s executive benefits program including
medical, dental and vision insurance, term life insurance, 401(k), the flexible health spending
plan, short & long-term disability upon the terms specified in those plans, and the COC Plan.


 


 









 





Your employment is by continued mutual agreement and may be terminated at will with or without
cause by either you or Nektar at any time with or without advanced notice.



In the event that your employment terminates due to your death or Disability (as defined in
the Company’s 2000 Equity Incentive Plan), (a) 50% of the then-unvested portion of any outstanding
stock options granted to you by the Company will automatically vest in the event of your Disability
(with the remainder of such unvested portion terminating immediately thereafter), and 100% of the
then-unvested portion of any outstanding stock options granted to you by the Company shall
automatically vest in the event of your death, (b) Nektar will pay to you or your estate, as
applicable, all unreimbursed expenses, all of your then accrued but unpaid base salary, and your
target bonus prorated for the portion of the last year in which you were employed by Nektar prior
to death or Disability, and (c) you and your dependents shall be entitled to continued medical,
dental, and vision insurance, at your or their expense, at the same level of coverage as was
provided to you and your dependents under Nektar’s insurance and benefits plans immediately prior
to the termination by electing COBRA continuation coverage in accordance with applicable law.



In the event your employment is terminated for reasons not related to a Change of Control
(a) by the Company without Cause, or (b) by you for a Good Reason Resignation, then you and the
Company will meet in good faith to discuss the terms of an appropriate separation. In any event, at
a minimum, the Company will enter into a severance arrangement with you which will include the
following: (i) a fully effective mutual waiver and release in such form as the Company may
reasonably require, (ii) a cash severance payment equal to your total annual cash compensation
target (defined as your current monthly base salary annualized for 12 months, plus your then
effective bonus target multiplied by the expected pay-out percentage used by the Company for its
GAAP financial statements in the previous calendar quarter, but not to exceed 100%), payable in
accordance with the severance payment schedule described in Section 4.2 of the COC Plan (including,
without limitation and as applicable, the six-month delay for payments to “specified employees” as
set forth in such section), (iii) the exercise period for any stock options granted to you by the
Company that are outstanding and vested as of your termination date shall be 18 months following
the termination date (subject to earlier termination at the end of the option term or in connection
with a change in control of the Company in accordance with the applicable option plan and
agreement), and (iv) the Company shall pay all applicable COBRA payments for you and your family
for one year after the termination date (such payments shall cease in the event that you become
eligible for comparable benefits with another employer).



Any reimbursements pursuant to the foregoing provisions of this offer letter shall be made in
accordance with the Company’s reimbursement policies, practices and procedures in effect from time
to time and shall be paid as soon as reasonably practicable and in all events not later than the
end of the calendar year following the year in which the related expense
was incurred. Your rights to reimbursement hereunder are not subject to liquidation or
exchange for another benefit and the amount of expenses eligible for reimbursement in one calendar
year shall not affect the amount of expenses eligible for reimbursement in any other year.


 


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The terms, compensation and benefits set forth in this letter, which shall be governed by
California law, without reference to principles of conflicts of laws, may not be reduced without
your prior written consent and shall be binding upon and inure to the benefit of (a) your heirs,
executors, and legal representatives upon your death and (b) any person or entity which at any
time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or a majority
of the assets, business, capital stock, or voting stock of the Nektar. Any such person or entity
shall be deemed substituted for the Nektar under this letter for all purposes.



Howard, on behalf of the Board, I am delighted at the prospect of your continued leadership at
Nektar as the President and Chief Executive Officer.



	 	 	 
	Sincerely,
	 	 
	 
	 	 
	/s/ Michael A. Brown
	 	 
	Michael A. Brown
	 	 
	Chairman, Organization and Compensation Committee of the Board of Directors

	 	 






	 	 	 
	AGREED AND ACCEPTED:
	 	 
	 
	 	 
	/s/ Howard W. Robin
	 	 
	 

Howard W. Robin

	 	 







 


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