[AMICUS THERAPEUTICS LOGO]
EXHIBIT 10.25
LETTER AGREEMENT
May 10, 2007
Xxxxxxx Xxxxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
RE: SEVERANCE AND CHANGE IN CONTROL AGREEMENTS
Dear Xxxxxxx:
On behalf of Amicus Therapeutics, Inc., (the "Company"), this shall serve to
confirm our agreement in the event Amicus terminates your employment without
cause or in the event of a Change in Control, Sale or Merger of the Company. By
accepting the terms of this Letter Agreement, you agree that the rights
identified in this Letter Agreement contain the complete understanding between
you and the Company related to Severance and Change in Control payments. The
April 19, 2006 Offer of Employment Letter countersigned by you ("April 19, 2006
Offer Letter," attached hereto), shall otherwise remain in full force and effect
and is hereby confirmed and ratified.
SEVERANCE PAY
In the event that your employment is terminated by the Company, except for
"Cause" as defined below, you will be eligible for a continuation of six (6)
months salary at the rate in effect at the time of termination following such
termination ("Severance Pay"). "Cause" means for any of the following reasons
(i) willful or deliberate misconduct by you that materially damages the company;
(ii) misappropriation of company assets; (iii) conviction of, or a plea of
guilty or "no contest" to, a felony or (iv) any willful disobedience of the
lawful and unambiguous instructions of the CEO of the Company; provided that the
CEO has given you written notice of such disobedience or neglect and you have
failed to cure such disobedience or neglect within a period reasonable under the
circumstances. Payment of Severance by the Company will be subject to and
contingent
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upon your signing a waiver of rights releasing the Company from any and all
further liability or responsibility.
CHANGE IN CONTROL
If there is a Change in Control Event and you resign for Good Reason or are
terminated without Cause within six months of such Change in Control Event, then
(i) you will be eligible to receive a continuation of twelve (12) months salary,
plus payment of a bonus payment equal to the bonus earned in the preceding year
and (ii) all unvested stock options will have their remaining vesting schedule
accelerated so that all stock options are fully vested.
"Change in Control Event" means any of the following: (i) any person or entity
(except for a current stockholder) becomes the beneficial owner of greater than
50% of the then outstanding voting power of the company; (ii) a merger or
consolidation with another entity where the voting securities of the company
outstanding immediately before the transaction constitute less than a majority
of the voting power of the voting securities of the company or the surviving
entity outstanding immediately after the transaction or (iii) the sale or
disposition of all or substantially all of the company's assets. "Good Reason"
means (a) a change in your position with the company or its successors that
materially reduces your title, duties or level of responsibility; or (b) the
relocation of the company or its successor greater than 50 miles away from the
then current location of the company's principal offices.
Your right to receive accelerated vesting and salary continuation payments
pursuant to the preceding two paragraphs will be subject to and contingent upon
your signing a waiver of rights releasing the Company from any and all further
liability or responsibility.
EMPLOYMENT "AT-WILL"
It is important that you understand that the Company does not guarantee
employment for any specific period of time. You will continue to be employed on
an "at-will" basis. This means that both the Company and you will have the right
to terminate your employment at any time, for any reason, with or without prior
notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company's right to terminate your
employment at any time, for any reason, with or without prior notice or cause.
The "at-will" relationship will apply to you throughout your employment and
cannot be changed except by an express individual written employment agreement
signed by you and the Chief Executive Officer of the Company.
It is understood and agreed that this Letter Agreement constitutes the full
agreement between you and the Company on the subjects of Severance and Change in
Control payments. To indicate your acceptance of the terms and conditions set
forth herein, please sign one copy of this Letter Agreement in the space
indicated below and return it to the attention of Xxxxxx Xxxxxxxxx, VP Human
Resources & Leadership Development on or before May 14, 2007. By signing below,
you agree that no other promises, express
or implied, have been made to you either verbally or in writing and that no
further modifications to these terms and conditions will be effective except by
a written agreement signed by the Chief Executive Officer of the Company and you
and as authorized by the Company's Board of Directors.
Very truly yours,
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
President and Chief Executive Officer
ACCEPTED AND AGREED:
By: /s/ Xxxxxxx Xxxxxxxx Date: 5/10/07
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Xxxxxxx Xxxxxxxx
[AMICUS THERAPEUTICS LOGO]
April 19, 2006
Mr. Xxxxxxx Xxxxxxxx
00 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
Dear Xxxx:
On behalf of Amicus Therapeutics, inc. (the "Company"), I am pleased
to confirm our offer to you for the position of Sr. Director Business
Development reporting to me. Your start date will be mutually agreed upon but no
later then May 22, 2006.
Prior to the commencement of your employment you will be required to
execute the Company's Confidentiality, Disclosure and Non-Competition Agreement.
A copy of this agreement is attached. In addition, as a condition of employment
Amicus requires a pre-employment drug screening.
In consideration for all your services to be rendered to the Company
your annual base salary will be $175,000, to be paid bi-weekly in accordance
with the Company's payroll practices. Upon the completion of mutually agreed
upon individual goals and objectives as well as the achievement of specific
Company goals, you will be eligible to receive a year end bonus target of 20% of
your base salary, prorated for your date of hire, minus customary deductions.
Once you agree to join Amicus, payable with your first paycheck, you will
receive a sign on bonus of $20,000 minus customary deductions.
Upon approval by the Board of Directors, you will receive an incentive
stock option to purchase 100,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock") pursuant to a stock option agreement in form
and substance acceptable to the Company. The options will become exercisable
over a four-year period as follows: 25% on the first anniversary of the date of
grant, and the remaining 75% in equal monthly increments thereafter. The
exercise price of the options will be the fair market value of the Company's
common stock on the date of grant. Shares issuable upon exercise of each option
will be subject to certain transfer restrictions including the right of first
refusal. Additionally, exercise of the options will be governed in accordance
with the provisions of the Company's stock option plan.
You will be eligible to participate in the Company's health benefits
program and are eligible to participate in the Company's 401(k) as well as any
other employee benefit plan(s) that are generally made available by the Company
to its employees from time to time when and as the Company may make them
available. You will be eligible for paid Company holidays as outlined in our
Holiday Policy and you will be eligible for twenty (20) days paid vacation,
three weeks during the year and one between Christmas and New Years. Vacation
accrues on a monthly basis. Because the Company expects to
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Xxxxxxx Xxxxxxxx
April 19, 2O06
Page #2 of 3
regularly review its benefit programs to keep them up to date and competitive,
these programs are subject to periodic adjustments so that certain features may
be added, modified or deleted over time.
Given that you currently reside over 50 miles from our location in
Cranbury NJ, you will be eligible to receive our "Homeowners Relocation
Program". The details of which are enclosed. You must complete your entire move
within 12 months of your date of hire. Should you voluntarily resign your
employment within 12 months of your date of hire, you will owe the company the
appropriate prorated portion of this relocation.
It is important that you understand that the Company does not guarantee
employment for any specific period of time. You will be employed on an "at-will"
basis. This means that both the Company and you will have the right to terminate
your employment at any time, for any reason, with or without prior notice or
cause. Neither you nor the Company will have any express or implied contract
limiting your right to resign, or the Company's right to terminate your
employment, at any time, for any reason, with or without prior notice or cause.
In accordance with the Immigration and Naturalization Control Act, all
new employees must provide documentation that they have the legal right to work
in the United States. A copy of Form I-9 and a list of the acceptable documents
confirming your right to work in the United States are also attached for your
convenience.
To indicate your acceptance of our offer, please sign one copy of this
letter in the space indicated below and return it to the attention of Xxxxxx
Xxxxxxxxx, Vice President of Human Resources & Leadership Development by April
28, 2006. Acceptance of this offer constitutes your agreement with all of the
above terms and conditions of employment with Amicus Therapeutics, Inc., and
constitutes agreement to conform to Amicus Therapeutics, Inc. rules and
procedures. By signing below, you agree that no other promises, express or
implied, have been made to you either verbally or in writing and that no further
modifications to these terms and conditions will be effective except by a
written agreement signed by the Chief Executive Officer of the Company and you.
The formality of this letter notwithstanding, I extend my personal
best wishes and sincere pleasure that you are joining our team. I look forward
to working with you.
Sincerely,
/s/ Xxxx Xxxxxxxx
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Xx. Xxxx Xxxxxxxx
VP Medical Affairs and Corporate Development
Xxxxxxx Xxxxxxxx
April 19, 2006
Page #3 of 3
I accept the offer of employment under the terms and conditions stated above. No
other promises, express or implied, have been made to me either verbally or in
writing.
By: /s/ Xxxxxxx Xxxxxxxx Date: 4/26/06
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Xxxxxxx Xxxxxxxx
