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EXHIBIT 10.53
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement dated
____________________, 199___(the "Issuance Agreement") by and between
CombiChem, Inc. (the "Corporation") and ____________________ ("Participant")
evidencing the stock issuance made on such date to Participant under the terms
of the Corporation's 1997 Stock Incentive Plan, and such provisions shall be
effective immediately. All capitalized terms in this Addendum, to the extent
not otherwise defined herein, shall have the meanings assigned to such terms in
the Issuance Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION/CHANGE IN CONTROL
1. To the extent the Repurchase Right is assigned to the
successor corporation (or parent thereof) in connection with a Corporate
Transaction, no accelerated vesting of the Purchased Shares shall occur upon
such Corporate Transaction, and the Repurchase Right shall continue to remain
in full force and effect in accordance with the provisions of the Issuance
Agreement. The Participant shall, over Participant's period of Service
following the Corporate Transaction, continue to vest in the Purchased Shares
in one or more installments in accordance with the provisions of the Issuance
Agreement.
2. No accelerated vesting of the Purchased Shares shall
occur upon a Change in Control, and the Repurchase Right shall continue to
remain in full force and effect in accordance with the provisions of the
Issuance Agreement. The Participant shall, over Participant's period of
Service following the Change in Control, continue to vest in the Purchased
Shares in one or more installments in accordance with the provisions of the
Issuance Agreement.
3. Immediately upon an Involuntary Termination of
Participant's Service within eighteen (18) months following the Corporate
Transaction or Change in Control, the Repurchase Right shall terminate
automatically and all the Purchased Shares shall vest in full.
4. For purposes of this Addendum, the following
definitions shall be in effect:
An INVOLUNTARY TERMINATION shall mean the termination
of Participant's Service by reason of:
(i) Participant's involuntary dismissal
or discharge by the Corporation for reasons other than Misconduct, or
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(ii) Participant's voluntary resignation
following (A) a change in Participant's position with the Corporation
(or Parent or Subsidiary employing Participant) which materially
reduces Participant's duties and responsibilities or the level of
management to which Participant reports, (B) a reduction in
Participant's level of compensation (including base salary, fringe
benefits and target bonus under any corporate performance based bonus
or incentive programs) by more than fifteen percent (15%) or (C) a
relocation of Participant's place of employment by more than fifty
(50) miles, provided and only if such change, reduction or relocation
is effected by the Corporation without Participant's consent.
A CHANGE IN CONTROL shall be deemed to occur in the
event of a change in ownership or control of the Corporation effected through
either of the following transactions:
(i) the acquisition, directly or
indirectly, by any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation) of
beneficial ownership (within the meaning of Rule 13d-3 of the 0000
Xxx) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding
securities pursuant to a tender or exchange offer made directly to the
Corporation's stockholders, or
(ii) a change in the composition of the
Board over a period of thirty-six (36) consecutive months or less such
that a majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be comprised of
individuals who either (A) have been Board members continuously since
the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of
the Board members described in clause (A) who were still in office at
the time the Board approved such election or nomination.
MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Participant, any unauthorized use or
disclosure by the Participant of confidential information or trade secrets of
the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by the Participant adversely affecting the business or affairs of
the Corporation (or any Parent or Subsidiary) in a material manner. The
foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider as
grounds for the dismissal or discharge of the Participant or other person in
the Service of the Corporation (or any Parent or Subsidiary).
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IN WITNESS WHEREOF, CombiChem, Inc. has caused this Addendum
to be executed by its duly-authorized officer as of the Effective Date
specified below.
COMBICHEM, INC.
By:________________________________
Title:_____________________________
EFFECTIVE DATE: _________________, 199__
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