Attached files
EXHIBIT
10.39
March
9, 2010
Tim
Barabe
Dear
Tim:
It
is our pleasure to offer you the position of Chief Financial Officer and
Executive Vice President with Affymetrix at an annual salary of $380,000
(bi-monthly $15,833.33), reporting to Kevin King, Chief Executive
Officer. Your nomination as a Section 16(b) officer for Affymetrix
will be subject to review and approval by our Board of Directors at their next
meeting in May 2010.
You
will be eligible to participate in the Affymetrix Annual Bonus Program with an
award level targeted at 50% of annual base salary. If you begin employment
with Affymetrix by March 15, 2010 you will be entitled to a full year bonus
under the 2010 plan. The actual bonus amount is determined each year
by the Compensation Committee of the Board of Directors based on corporate
achievement — financial performance and corporate goals — and your individual
goal achievement. Bonus awards are subject to applicable withholding
of taxes and 401(k) contributions (if enrolled).
Additionally,
we will recommend to the Compensation Committee of the Board of Directors of
Affymetrix that you be granted two equity awards. The first is a Stock
Option Grant of 90,000 shares of common stock of Affymetrix. These
options will vest 25% per year over a four (4) year period beginning on the
grant date, and will be granted (and, therefore priced) when approved by the
Compensation Committee. The second is a grant of 20,000 shares of
restricted shares of common stock of Affymetrix. These shares are not
stock options, but rather fully paid for shares of restricted stock. These
shares will vest 25% per year over a four (4) year period beginning on the grant
date, provided that you continue to be an employee of Affymetrix on such
anniversary dates. These restricted shares will be granted when
approved by the Compensation Committee. The terms of these equity
awards will be governed in all respects by the terms of the applicable
Affymetrix equity incentive plans and the equity award agreements that will be
provided to you after commencement of your employment.
This
position is contingent on you relocating to the Bay Area. As part of this offer,
you will have up to June 30, 2011 to complete your relocation.
We
will support your relocation with the following relocation benefits (total
amount of relocation benefits not to exceed $200,000) as managed by our
relocation partner, NRI:
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1.
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We
will pay the reasonable cost of moving your household goods, including
shipment of 2 automobiles as well as a 1700 bottle personal wine
collection, from your current residence to the Bay Area, provided that all
of these items are moved to the Bay Area prior to June 30,
2011. We will also pay the reasonable cost of storing your
household goods in the Bay Area until such time as you have either moved
into your Bay Area residence or June 30, 2011, whichever is
earlier. In order for moving or storage costs to be considered
“reasonable” they must be approved in advance through our relocation
partner, NRI.
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2.
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We
will reimburse you for 180-days of temporary housing costs in the Bay Area
that are incurred prior to June 30,
2011.
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3.
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We
will reimburse you for the cost of storage of household goods until June
30, 2011, as approved through our partner,
NRI.
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4.
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We
will reimburse you for the actual cost of renting a car in the Bay Area
for a period of no more than 90-days, provided that those expenses are
incurred prior to June 30, 2011 and before your cars have been moved to
the Bay Area.
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5.
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We
will reimburse you for the cost of one-way, coach class airfare for you
and your family to relocate to the Bay Area or alternatively for expenses
incurred while driving your family across country, whichever is
less.
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6.
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We
will reimburse you for the actual cost of the real estate commission on
the sale of your current address in Washington, D.C. metro area, costs not
to exceed $150,000 (grossed-up.)
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7.
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We
will reimburse you for the cost of two four-day house hunting trips to the
Bay Area for you and your spouse to give you an overview of Bay Area
communities and a guided real estate tour in your choice of
communities. If these trips occur after you begin working for
Affymetrix, we will only reimburse you for roundtrip airfare for your
spouse.
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If
you voluntarily terminate your employment with Affymetrix (or Affymetrix
terminates your employment “for cause”) within twelve (12) months of the your
date of hire, your signature at the bottom of the last page of this letter
signifies your agreement to reimburse Affymetrix in full for the above
relocation expenses, with the exception of the expenses for temporary housing,
car rental, air travel and house hunting, incurred on your behalf. If
you voluntarily terminate your employment with Affymetrix (or Affymetrix
terminates your employment “for cause”) within two (2) years of your date of
hire, you agree to reimburse Affymetrix for 50% of the above relocation
expenses.
As
an additional condition of employment, we will require that you sign a copy of
the company's Confidentiality and Nondisclosure Agreement.
Federal
Immigration Law requires that all employers verify each individual’s eligibility
to work in the United States, including U.S. citizens. Your
employment offer is contingent upon your providing satisfactory proof of
identity and authorization to work in the United States. Please bring
the appropriate original documentation on your first day of work. A
list of acceptable I-9 documentation is attached for your review.
Your
employment is at will and may be terminated by you or by Affymetrix for any or
no reason, with or without cause or notice.
This
offer is contingent upon satisfactory completion of reference checks and
background checks.
If
you have any questions, please feel free to contact me at (408)
731-5622. To
indicate acceptance of this offer please return a signed copy of this letter to
me by the 3rd business day from the date of this offer, close of
business. You may fax the letter back to me at (408)
731-5855.
Sincerely,
/s/
Lori Ciano
Lori
Ciano
Senior
Vice President, Human Resources
Offer
Acceptance:
/s/
Timothy
Barabe 3/11/10
Tim
Barabe
Date
March
15,
2010
Start
Date