Exhibit 10.14


 





 


May 10, 2006


 


John Prunty


[address]


 


Dear John:


 


It is with great pleasure
that I offer you the position of Chief Financial Officer with Optimer
Pharmaceuticals, Inc. reporting to Dr. Michael N. Chang.


 


Associated with this
opportunity, we offer the following compensation and benefits:


 


1.                                       Annual
Salary: $210,000 US Dollars, paid semi-monthly.


 


2.                                       Optimer
offers a competitive benefit package to you and your eligible dependents that
includes Medical, Dental, 401(k), Vision, and Group Term Life Insurance.


 


3.                                       Stock
Options: The Company will provide the Executive with the following long-term
incentive compensation arrangement in accordance with the terms of Company’s
1998 Incentive Stock Option Plan (“Stock
Option Plan”).


 


Following
commencement of your employment and pending approval by Optimer’s Board of
Directors, you will be granted an Option to purchase 220,000 shares of
Optimer Pharmaceuticals, Inc. Common Stock at the exercise price equal to
the fair market value per share of the Common Stock on the date of grant, as
determined by the Board of Directors. The vesting schedule for this Option is
over a four year period with a one-year cliff and monthly thereafter.


 


4.                                       Optimer
has 11 official holidays. In addition, you will begin accruing paid
vacation at a rate of 17 days per year (5.67 hours per pay period)
beginning with your first pay period as a full-time employee. You will also be
provided with 5 days of sick time per year.


 


5.                                       Severance/Acceleration:


 


a.                                       If
your employment is terminated by the Company without Cause (as defined
below) (other than by reason of death or Disability (as defined in Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended)), then you shall be entitled to
receive, subject to your execution of a general release of claims containing
customary provisions and reasonably acceptable to the Company and your
continued compliance with the provisions of your Employee Proprietary
Information Agreement, continued payment of your then current base salary
pursuant to the Company’s standard payroll policies and subject to applicable
withholding for a three month period following the date of such termination.


 


b.                                      If
your employment is terminated by the Company without Cause (other than by
reason of death or Disability) within 12 months after a Change of Control
(as defined below), then you shall be entitled to receive, subject to your
execution of a general release of claims containing customary provisions and
reasonably acceptable to the Company and your continued compliance with the
provisions of your Employee Proprietary Information Agreement, continued
payment of your then current base salary pursuant to the Company’s standard
payroll policies and subject to applicable withholding for a six month period
following the date of such termination, and all of your unvested options shall
become immediately fully vested.


 


c.                                       If
you are terminated without Cause, you shall only be entitled to the benefits
set forth in either Section 5(a) or Section 5(b).


 

















 


d.                                      For
purposes herein, “Cause” shall mean (i) failure to perform your assigned
duties or responsibilities as a service provider (other than a failure
resulting from the your Disability) after notice thereof from the Company
describing your failure to perform such duties or responsibilities; (ii) your
engaging in any act of dishonesty, fraud or misrepresentation; (iii) your
violation of any federal or state law or regulation applicable to the business
of the Company or its affiliates; (iv) your breach of any confidentiality
agreement or invention assignment agreement between you and the Company
(or any affiliate of the Company); or (v) your being convicted of, or
entering a plea of nolo contendere
to, any crime or committing any act of moral turpitude.


 


e.                                       For
purposes herein, “Change of Control” shall mean (i) a sale, lease or
disposition of all or substantially all of the assets of the Company, or (ii) a
merger or consolidation (in a single transaction or a series of related
transactions) of the Company with or into any other corporation or corporations
or other entity, or any other corporate reorganization, where the stockholders
of the Corporation immediately prior to such event do not retain more than fifty
percent (50%) of the voting power of and interest in the successor entity
(excluding any transactions if the primary purpose of the transaction is to
obtain financing from new or existing investors).


 


Please call to discuss a
start date.


 


You should be aware that
your employment with the Company is for no specified period and constitutes
at-will employment. As a result, you are free to resign at any time, for any
reason or for no reason. Similarly, the Company is free to conclude its
employment relationship with you at any time, with or without cause, and with
or without notice.


 


For purposes of federal
immigration law, you will be required to provide to 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.


 


As a Company employee,
you will be expected to abide by company rules and regulations. You will
be specifically required to sign an acknowledgment that you have read and
understand the company rules of conduct, which is included in our employee
handbook. You will also be expected to sign and comply with an Employee
Proprietary Information Agreement, which requires, among other provisions, the
assignment of patent rights to any invention made during your employment at the
Company and non-disclosure of proprietary information. You will receive an
electronic copy of both our employee handbook and our Employee Proprietary
Information Agreement for your review with this employment offer.


 


We look forward to
working with you as part of the Optimer team. If you accept the position,
please sign and return your acceptance letter to Diane McCarty, no later than May 15,
2006. If you have any questions, please e-mail or call me or Diane at your
convenience.


 


Best Regards,


 


Michael Chang


Chief Executive Officer


 


 


	
  I accept the
  offer as stipulated above:

  	
  /s/ John Prunty

  	
   

  	
  5/11/06

  	
   

  
	
   

  	
  Signature

  	
   

  	
  Date

  	
   

  



 


2

















 


Optimer
Pharmaceuticals, Inc.


10110 Sorrento
Valley Road, Suite C


San Diego,
CA  92121


 


October 2, 2008


 


John D. Prunty


Optimer Pharmaceuticals, Inc.


10110 Sorrento Valley
Road, Suite C


San Diego, CA  92121


 


Re:                             Amendment
to Agreement Regarding Employment Terms


 


Dear John:


 


This
Amendment (the “Amendment”) to your Letter
Agreement with Optimer Pharmaceuticals, Inc. (the “Company”)
dated May 10, 2006 (the “Agreement”)
amends the terms and conditions of the Agreement to the extent provided
herein.  The Company is proposing to
adopt a Severance Benefit Plan in which you may be eligible to participate (the
“Plan”).  In exchange for the potential benefits you
may receive under the Plan, by your acknowledgement below, you will forego your
severance benefits currently set forth in the Agreement.


 


Contingent and effective
upon the Company’s Compensation Committee or Board of Directors duly adopting
the Plan, Section 5 of the Agreement shall be deleted in its entirety and
of no further force or effect.


 


Except as specifically amended by this Amendment, the
terms and conditions of the Agreement shall remain in full force and
effect.  This Amendment may be executed
in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same instrument. 
Please sign this Amendment and return it to the Company at your earliest
convenience.


 


Sincerely,


 


	
  OPTIMER PHARMACEUTICALS, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Michael Chang

  	
   

  
	
   

  	
  Michael Chang

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED
  AND AGREED:

  
	
   

  
	
   

  
	
  /s/ John D. Prunty

  	
   

  
	
  John D. Prunty