November 4, 2004
1635 Brownsboro Hwy
Eagle Point, OR 97524
Re: Offer of Employment by Cepheid
Iam very pleased to confirm our offer to you of employment with Cepheid (the “Company“) subject to approval of the Compensation Committeeof the Board of Directors. You will report to me in the position of Senior Vice President, Operations. This offer is contingent on the successful completion of background and credit checks. The termsof our offer and the benefits currently provided by the Company are as follows:
1. Starting Salary. Your starting salary will be $250,000.00 per year and will besubject to annual review.
2. Benefits. In addition, you will be eligible to participate in regular healthinsurance, bonus and other employee benefit plans established by the Company for its employees from time to time.
3. Moving Expenses. The Company will reimburse your reasonable moving expenses andtransportation costs associated with your move to the Sunnyvale, CA area, according to the schedule provided in Exhibit A. Should you voluntarily resign your position with the Company withintwelve (12) months of your employment start date, you will be required to repay these monies on a pro-rata basis within one month of the date your employment terminates. The Companyshall have the right to offset such amounts against other payments due to you that are not wages (e.g., expense reimbursements).
4. Change of Control. The Company will offer you the change of control benefits detailedin Exhibit B effective with your date of hire.
Exceptas provided below, the Company reserves the right to change or otherwise modify, in its sole discretion, the preceding terms of employment, as well as any of the terms set forthherein at any time in the future.
5. Confidentiality. As an employee of the Company, you will have access to certainconfidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interestsof the Company, you will need to sign the Company’s standard “Employee Invention Assignment and Confidentiality Agreement” as a condition of your employment. We wish to impress upon you that we do notwant you to, and we hereby direct you not to, bring with you any confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer.During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of theCompany. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. Youwill not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that yoursigning of this offer letter, agreement(s) concerning stock options granted to you, if any, under the Plan (as defined below) and the Company’s Employee Invention Assignment and ConfidentialityAgreement and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers.
6. Options. We will recommend to the Compensation Committee of the Board of Directors ofthe Company that you be granted the opportunity to purchase up to 135,000 shares of Common Stock of the Company under our 1997 Stock Option Plan (the”Plan“) at the closing fair market value of the Company’s Common Stock at the end of business on the day the Compensation Committee approves your grant,or your first day of employment, whichever is later. The shares you will be given the opportunity to purchase will vest at the rate of twenty-five percent (25%) at the end of your firstanniversary with the Company, and an additional 1/48 of the total number of shares per month thereafter, so long as you remain employed by the Company. However, the grant of such options by theCompany is subject to the Compensation Committee’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of theCompany. Further details on the Plan and any specific option grant to you will be provided upon approval of such grant by the Compensation Committee.
7. At Will Employment. While we look forward to a long and profitable relationship,should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at anytime, with or without prior notice and with or without cause. Any statements or representations to the contrary (and, indeed, any statements contradicting any provision in this letter) should beregarded by you as ineffective. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Anymodification or change in your at will employment status may only occur by way of a written employment agreement signed by you and the Chief Executive Officer of the Company.
8. Authorization to Work. Please note that because of employer regulations adopted inthe Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization towork in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our personnel office.
9. Insider Trading Policy. Your continued employment is also contingent upon reading andsigning the enclosed Insider Trading Policy.
10. Acceptance. This offer will remain open until November 12, 2004. If youdecide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read andunderstood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.
Welook forward to the opportunity to welcome you to the Company.
|Very truly yours,|
John L. Bishop
Chief Executive Officer
Ihave read and understood this offer letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me aspart of my employment offer except as specifically set forth herein.