EMPLOYMENT AGREEMENT
Exhibit 10.1
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 28, 2011, between AMICUS
THERAPEUTICS, INC., a Delaware corporation having an office at 0 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxx
Xxxxxx 00000 (the “Company”), and XXXX X. XXXXXXX, an individual residing at 00 Xxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000 (“Employee”).
PREAMBLE
WHEREAS, the Employee presently serves as the Executive Chairman of the Company; and
WHEREAS, the Company wishes to employ the Employee as Chief Executive Officer of the Company,
and the Employee wishes to serve as the Chief Executive Officer;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the sufficiency and receipt whereof is hereby acknowledged, the parties
agree as follows:
Section 1. Definitions. Unless otherwise defined herein, the following terms shall
have the following respective meanings:
“Cause” means for any of the following reasons: (i) willful or deliberate misconduct
by Employee that materially damages the Company; (ii) misappropriation of Company assets; (in)
Employee’s 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 Board of Directors of the Company;
provided that the Board of Directors has given Employee thirty (30) days written notice of such
disobedience or neglect and Employee has failed to cure such cause. For avoidance of doubt, a
termination of Employee’s employment hereunder due to Employee’s Disability (as defined below) will
not constitute a termination without Cause.
“Change in Control Event” means any of the following (i) any person or entity (except
for a current stockholder who was a stockholder prior to the Company’s initial public offering)
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 (i) a material diminution in Employee’s authority, duties, or
responsibilities from those set forth in this Amended Agreement, or (ii) a material change in the
geographic location at which the Employee must perform the services, in each case without the
Employee’s consent. The Employee must provide the Company with notice of the Good Reason condition
within ninety (90) days of its initial existence, the Company shall have a period of thirty (30)
days within which it may remedy the condition and not be required to pay the
severance payment, and any Good Reason termination must occur within two (2) years of the
initial existence of the Good Reason condition.
Section 2. Employment.
Subject to the terms and conditions of this Agreement, Employee is hereby employed by the
Company to serve as its Chief Executive Officer, commencing August 15, 2011. Employee accepts such
employment, and agrees to discharge all of the duties normally associated with said positions, to
faithfully and to the best of his abilities perform such other services consistent with his
position as a senior executive officer as may from time to time be assigned to him by the Board of
Directors of the Company and to devote all of his business time, skill and attention to such
services. Notwithstanding the foregoing, however, Employee may serve on the boards of directors of
other companies, and in civic, cultural, philanthropic and professional organizations so long as
such service does not detract from the performance of Employee’s duties hereunder, such
determination to be made by the Board of Directors in its sole discretion. Employee may continue
service as an officer, U.S. Navy Reserve, and any periods of active duty service shall not result
in any reduction in compensation or benefits payable to Employee under Section 3 of this Amended
Agreement. At all times during which Employee remains Chief Executive Officer of the Company,
Employee shall serve as a member of the Company’s Board of Directors and, at the request of the
Company’s Board of Directors, as an officer or director of any Company affiliate, in each case
without additional remuneration therefor.
Section 3. Compensation and Benefits.
3.1 Base Salary. During the Employment Term (as defined in Section 4 hereof), the
Company shall pay Employee a salary at the annual rate of $545,000 or such greater amount as the
Company’s Board of Directors may from time to time establish pursuant to the terms hereof (the
“Base Salary”). Such Base Salary shall be reviewed annually and may be increased, but not
decreased, by the Board of Directors of the Company in its sole discretion. The Base Salary shall
be payable in accordance with the Company’s customary payroll practices for its senior management
personnel.
3.2 Bonus. During the Employment Term, Employee shall be eligible to participate in
the Company’s bonus programs in effect with respect to senior management personnel. Employee shall
be eligible to receive an annual target bonus of up to 60% of the Base Salary in cash (the
“Bonus”). Any Bonus payment to which Employee becomes entitled hereunder shall be paid to Employee
in a lump sum on or before the 15th day of the third month following the end of the calendar year
in which the Bonus was earned.
3.3 Benefits
(a) Benefit Plans. During the Employment Term, Employee may participate, on the same
basis and subject to the same qualifications as other senior management personnel of the Company,
in any benefit plans (including health and medical insurance of Employee, Employee’s spouse and
Employee’s dependents) and policies in effect with respect to senior management personnel of the
Company, including any stock option plan.
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(b) Reimbursement of Expenses. During the Employment Term, the Company shall pay or
promptly reimburse Employee, upon submission of proper invoices in accordance with the Company’s
normal procedures, for all reasonable out-of-pocket business, entertainment and travel expenses
incurred by Employee in the performance of his duties hereunder. Any taxable reimbursement of
business or other expenses as specified under this Amended Agreement shall be subject to the
following conditions: (1) the expenses eligible for reimbursement in one taxable year shall not
affect the expenses eligible for reimbursement in any other taxable year; (2) the reimbursement of
an eligible expense shall be made no later than the end of the calendar year after the year in
which such expense was incurred; and (3) the right to reimbursement shall not be subject to
liquidation or exchange for another benefit.
(c) Special Medical Expense Allowance. During the Employment Term, the Company will
pay to Employee a special bonus of $150,000 per month. This amount is intended to help defray the
substantial out-of-pocket medical expenses expected to be incurred by Employee, Employee’s spouse
and Employee’s dependents from and after January 1, 2011 ( “Medical Expenses”). This amount shall
be paid to Employee on the first day of each calendar month with respect to that calendar month and
will be subject to tax withholding when paid. Within fifteen (15) days after the end of each
calendar quarter, the Employee shall submit receipts evidencing the Medical Expenses incurred
during that calendar quarter to an auditing firm to be selected by the Company in its sole
discretion (the “Auditors”). The Auditors shall review such receipts to determine whether the
Medical Expenses meet the definition of “medical expenses” pursuant to the then applicable U.S.
Treasury regulations (“Allowable Expenses”) and provide the Company and the Employee with a report
detailing its conclusions (the “Auditors’ Report”) within forty-five (45) days of the end of such
quarter. The Auditors’ shall provide the Company and the Employee with an Auditors’ Report relating
to the previously-ended calendar year (“Year-End Auditors’ Report”) by March 1, which report will
detail the Allowable Expenses for that year. All reports of the Auditors shall be delivered to the
Chairman of the Company’s Audit Committee of the Board of Directors and the Company’s Chief
Accounting Officer. If the Allowable Expenses for the year are less than the amounts paid by the
Company for that year under this paragraph (net of taxes paid in respect of such amounts, which for
this purpose will be deemed to equal 46% of such amounts), then Employee will reimburse such
difference to the Company within thirty (30) days following the date of the Year-End Auditors’
Report.
(d) Vacation. During the Employment Term, Employee shall be entitled to up to four
(4) weeks of vacation in accordance with the policies of the Company applicable to senior
management personnel from time to time.
(e) Withholding. The Company shall be entitled to withhold from amounts payable or
benefits accorded to Employee under this Agreement all federal, state and local income, employment
and other taxes, as and in such amounts as may be required by applicable law.
Section 4. Employment Term. The term of this Agreement (the “Employment Term”) shall
begin on August 15, 2011 and end on the close of business on August 15, 2012. The Employment Term
shall be automatically extended for additional one-year periods (each a “Renewal Period”) unless,
at least sixty (60) days prior to the end of the expiration of the
Employment Term, Employee notifies the Board of Directors or the Board of Directors notifies
Employee that the notifying party does not wish to extend such Employment Term. Employee’s
employment hereunder shall be coterminous with the Employment Term, unless sooner terminated as
provided in Section 5.
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Section 5. Termination; Severance Benefits.
5.1 Generally. Either the Board of Directors of the Company or Employee may terminate
Employee’s employment hereunder, for any reason, at any time prior to the expiration of the
Employment Term, upon sixty (60) days prior written notice to the other party. Upon termination of
Employee’s employment hereunder for any reason, Employee shall be deemed simultaneously to have
resigned as a member of the Board of Directors of the Company and from any other position or office
he may at the time hold with the Company or any of its affiliates. In addition, upon termination of
Employee’s employment hereunder for any reason, including without limitation expiration of the
Employment Term, the Company shall (i) reimburse the Employee for any expenses properly incurred
under Section 3.3 (b) and which have not previously been reimbursed as of the effective date of the
termination, (ii) pay Employee for any accrued, but unused, vacation time as of the effective date
of the termination, and (iii) pay Employee for any accrued and unpaid Base Salary through and
including the effective date of termination (collectively, the “Accrued Compensation”). The
Accrued Compensation will be paid in a lump sum on the first regularly scheduled payroll date
following the effective date of the termination of Employee’s employment with the Company.
5.2 Termination by Employee.
(a) No Reason. If, prior to the expiration of the Employment Term, Employee
voluntarily resigns from his employment, other than for Good Reason, Employee shall (i) receive no
further Base Salary or Bonus hereunder, other than the Accrued Compensation, and (ii) cease to be
covered under or be permitted to participate in or receive any of the benefits described in Section
3.3 hereof.
(b) Good Reason. If, prior to the expiration of the Employment Term, a condition
occurs which constitutes Good Reason and after Employee has complied with the applicable notice
period and the Company has failed to remedy such condition, Employee actually resigns (all as
described in detail in the definition of “Good Reason” in Section 1), Employee shall be entitled to
receive, subject to Sections 5.6 and 5.7(b) below, an amount equal to Employee’s then current Base
Salary, payable over 18 months, commencing upon the effective date of the termination of Employee’s
employment with the Company, in accordance with the Company’s customary payroll practices then in
effect for its senior management personnel (the “Severance Payment”), plus an amount equal to 1.5
(one and one-half) times the target Bonus for the year in which such termination occurs (such
amount being payable in a lump sum on the effective date of the termination of Employee’s
employment with the Company). In addition, the vesting of stock options held by Employee
immediately prior to such termination (“Options”) shall accelerate such that the portion of those
options that was otherwise scheduled to vest during the 12 month period immediately following such
termination (had Employee remained employed with the Company for that period) will become vested as
of the date of such termination. Further, if Employee elects COBRA continuation of his insured
group health
benefits, the Company will contribute an amount toward the monthly cost of such coverage equal
to the Company’s share of the monthly premiums (at the time of termination) for active employees
for a period of 18 months (or, if less, for the duration of such COBRA continuation). Finally, the
special medical expense allowance arrangement described in Section 3.3(c) will be continued for 18
months following Employee’s termination date.
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5.3 Termination by the Company.
(a) Without Cause. If, prior to the expiration of the Employment Term, the Company
terminates Employee’s employment hereunder without Cause or if the Board of Directors of the
Company gives written notice pursuant to Section 4 hereof notifying Employee that the Board of
Directors does not wish to extend the Employment Term, then subject to Sections 5.6 and 5.7(b)
below, Employee will be entitled to the same payments, rights and benefits described above in
Section 5.2(b).
(b) For Cause. If, prior to the expiration of the Employment Term, the Company
terminates Employee’s employment hereunder for Cause, Employee shall (i) receive no further Base
Salary or Bonus hereunder, other than Accrued Compensation, and (ii) cease to be covered under or
be permitted to participate in or receive any of the benefits described in Section 3.3 hereof;
provided, however, that if Employee is terminated for Cause hereunder solely as a
result of being convicted of a felony, which conviction is ultimately reversed on appeal or
pardoned, Employee shall be deemed to have been terminated without Cause as of the date of such
termination for Cause.
5.4 Termination in Connection with a Change in Control Event. If, prior to the
expiration of the Employment Term, (i) a condition occurs which constitutes Good Reason and after
Employee has complied with the applicable notice period and the Company has failed to remedy such
condition, Employee actually resigns (all as described in detail in the definition of “Good Reason”
in Section 1), (ii) the Company terminates Employee’s employment hereunder without Cause, or (iii)
if the Board of Directors of the Company gives written notice pursuant to Section 4 hereof
notifying Employee that the Board of Directors does not wish to extend the Employment Term, in each
case within: (a) three (3) months prior to, or (b) 12 months following, the occurrence of a Change
in Control Event, then in lieu of any other payments, rights or benefits under Section 5.2(b) or
5.3(a), as applicable, Employee will be entitled to receive an amount equal to two (2.0) times
Employee’s then current Base Salary, payable over 24 months, commencing upon the effective date of
the termination of Employee’s employment with the Company, in accordance with the Company’s
customary payroll practices for its senior management personnel (the “Change in Control Severance
Payment”), plus an amount equal to two (2.0) times the target Bonus for the year in which such
resignation or termination occurs (such amount being payable in a lump sum on such effective date
of termination). In addition, the Options and any restricted stock grants held by Employee
immediately prior to his termination shall vest in full. Further, if Employee elects COBRA
continuation of his insured group health benefits, the Company will contribute an amount toward the
monthly cost of such coverage equal to the Company’s share of the monthly premiums (at the time of
termination) for active employees for a period of 18 months (or, if less, for the duration of such
COBRA continuation). Finally, the special medical expense allowance arrangement
described in Section 3.3(c) will be continued for 24 months following Employee’s termination
date. All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.
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5.5 Termination upon Death or Disability. Employee’s employment hereunder shall
terminate upon death of Employee. The Company may terminate Employee’s employment hereunder in the
event Employee is disabled and such disability continues for more than 180 days. “Disability”
shall be defined as the inability of Employee to render the services required of him, with or
without a reasonable accommodation, under this Amended Agreement as a result of physical or mental
incapacity. In the event of death or termination by the Company due to disability of Employee, the
special medical expense allowance arrangement described in Section 3.3(c) will be continued for 12
months following Employee’s termination date. In addition, if Employee elects COBRA continuation
of his insured group health benefits, the Company will contribute an amount toward the monthly cost
of such coverage equal to the Company’s share of the monthly premiums (at the time of termination)
for active employees for a period of 12 months (or, if less, for the duration of such COBRA
continuation).
5.6 Release Required. As a condition precedent to the receipt of any right, payment
or benefit under Sections 5.2(b), 5.3(a) and/or 5.4, Employee must execute and deliver to the
Company a release, the form and substance of which are acceptable to the Company, and such release
must become irrevocable, within 45 days following the effective date of termination of Employee’s
employment. Any such right, payment or benefit that would otherwise be paid before such release
becomes irrevocable will instead be delayed and paid to Employee in a lump sum within 15 days after
such release becomes irrevocable (and the remaining payments will be made as otherwise scheduled in
the ordinary course). Notwithstanding the foregoing, if the 60 day period immediately following
the effective date of termination of Employee’s employment overlaps two calendar years, then any
such right, payment or benefit that would otherwise be paid before the later of (i) the date such
release becomes irrevocable, or (ii) the last day of the year in which such termination occurs
(such later date, the “Applicable Date”) will instead be delayed and paid to Employee in a lump sum
on the first regularly scheduled payroll date following the Applicable Date (and the remaining
payments will be made as otherwise scheduled in the ordinary course). If the release has not
become irrevocable within 45 days following the effective date of the termination of Employee’s
employment, Employee will forfeit any right, payment or benefit otherwise due under Section 5.2(b),
5.3(a) or 5.4, as applicable.
5.7 Section 409A.
(a) Purpose. This section is intended to help ensure that compensation paid or
delivered to the Employee pursuant to this Agreement either is paid in compliance with, or is
exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and the rules and
regulations promulgated thereunder (collectively, “Section 409A”). However, the Company does not
warrant to the Employee that all compensation paid or delivered to him for his services will be
exempt from, or paid in compliance with, Section 409A.
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(b) Amounts Payable On Account of Termination. For the purposes of determining when
amounts otherwise payable on account of the Employee’s termination of employment under this Amended
Agreement will be paid, which amounts become due because of his termination of employment,
“termination of employment” or words of similar import, as
used in this Amended Agreement, shall be construed as the date that the Employee first incurs
a “separation from service” for purposes of Section 409A on or following termination of employment.
Furthermore, if the Employee is a “specified employee” of a public company as determined pursuant
to Section 409A as of his termination of employment, any amounts payable on account of his
termination of employment which constitute deferred compensation within the meaning of Section 409A
and which are otherwise payable during the first six months following the Employee’s termination
(or prior to his death after termination) shall be paid to the Employee in a cash lump-sum on the
earlier of (1) the date of his death and (2) the first business day of the seventh calendar month
immediately following the month in which his termination occurs.
(c) Interpretative Rules. In applying Section 409A to amounts paid pursuant to this
Agreement, any right to a series of installment payments under this Agreement shall be treated as a
right to a series of separate payments.
(d) Deferred
Compensation Taxes. Notwithstanding any other provisions of this Agreement, in
the event that any payment or benefit under this Agreement received or to be received by the
Employee (the “Payment”) is determined to be subject (in whole or part) to the penalties imposed by
Section 409A of the Code (the “Additional Taxes”), then the Employee shall be entitled to receive
an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee
of the Additional Taxes, the Employee retains an amount equal to the Payment net of any applicable
taxes and withholdings other than Additional Taxes. All determinations required to be made under
this provision, including whether and when a Gross-Up Payment is required, the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be
made by the Company’s accountants or such other certified public accounting firm designated by the
Employee and reasonably acceptable to the Company. Any certified public accounting firm chosen by
the Employee shall provide detailed supporting calculations both to the Company and the Employee.
Any Gross-Up Payment due under this paragraph shall be paid to the Employee no later than December
31 of the calendar year following the calendar year in which the Employee remits the Additional
Taxes to the applicable authorities.
5.8 No Reduction of COBRA Rights. For avoidance of doubt, the Company’s payment under
Sections 5.2, 5.3 or 5.4 of applicable premiums for COBRA continuation coverage for Employee and/or
his eligible dependents will not limit or reduce the otherwise applicable duration of such COBRA
continuation coverage. For example, if Employee is eligible for 29 months of continuation coverage
under COBRA and the Company, in accordance with Section 5.4, pays a portion of the applicable
premiums for the first 18 months of such coverage, Employee will remain eligible for the remaining
11 months of continuation coverage to the extent provided by applicable law and will be solely
responsible for paying the applicable premiums for such remaining period of coverage.
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Section 6. Federal Excise Tax.
6.1 General Rule. Employee’s payments and benefits under this Agreement and all other
arrangements or programs related thereto shall not, in the aggregate, exceed the maximum amount
that may be paid to Employee without triggering golden parachute penalties under Section 280G of
the Code, and the provisions related thereto with respect to such
payments. If Employee’s benefits must be cut back to avoid triggering such penalties,
Employee’s benefits will be cut back in the order that maximizes Employee’s net after-tax economic
position, as reasonably determined by the Company. If an amount in excess of the limit set forth
in this Section is paid to Employee, Employee must repay the excess amount to the Company upon
demand, with interest at the rate provided in Code Section 1274(b)(2)(B). Employee and the Company
agree to cooperate with each other reasonably in connection with any administrative or judicial
proceedings concerning the existence or amount of golden parachute penalties on payments or
benefits Employee receives.
6.2 Exception. Section 6.1 shall apply only if it increases the net amount Employee
would realize from payments and benefits subject to Section 6.1, after payment of income and excise
taxes by Employee on such payments and benefits.
6.3 Determinations. The determination of whether the golden parachute penalties under
Code Section 280G and the provisions related thereto shall be made by counsel chosen by Employee
and reasonably acceptable to the Company. All other determinations needed to apply this Section 6
shall be made in good faith by the Company’s independent auditors.
Section 7. General.
7.1 Confidentiality and Non-Competition Agreement. Employee and the Company hereby
ratify and re-affirm that certain Confidentiality and Non-Competition Agreement dated January 26,
2005 (the “Confidentiality Agreement”).
7.2 No Conflict. Employee represents and warrants that he has not entered, nor will
he enter, into any other agreements that restrict his ability to fulfill his obligations under this
Agreement and the Confidentiality Agreement.
7.3 Governing Law. This Agreement shall be construed, interpreted and governed by the
laws of the State of New Jersey, without regard to the conflicts of law rules thereof.
7.4 Binding Effect. This Agreement shall extend to and be binding upon Employee, his
legal representatives, heirs and distributees and upon the Company, its successors and assigns
regardless of any change in the business structure of the Company.
7.5 Assignment. Neither this Agreement nor any of the rights or obligations hereunder
shall be assigned or delegated by any party without the prior written consent of the other party.
7.6 Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject matter hereof. No waiver, modification or change of any provision of
this Agreement shall be valid unless in writing and signed by both parties. For avoidance of doubt,
this Agreement supersedes in all respects the Employment Agreement between the parties dated April
18, 2011, including but not limited to Section 3.4 thereof.
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7.7 Waiver. The waiver of any breach of any duty, term or condition of this Agreement
shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or any
other duty, term or condition of this Agreement.
7.8 Severability. If any provision of this Agreement shall be unenforceable in any
jurisdiction in accordance with its terms, the provision shall be enforceable to the fullest extent
permitted in that jurisdiction and shall continue to be enforceable in accordance with its terms in
any other jurisdiction and the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.
7.9 Conflicting Agreements. In the event of a conflict between this Agreement and any
other agreement between Employee and the Company, the terms and provisions of this Agreement shall
control.
7.10 Resolution of Disputes. Any claim or controversy arising out of, or relating to,
this Agreement, other than with respect to the Confidentiality Agreement, between Employee and the
Company (or any officer, director, employee or agent of the Company), or the breach thereof, shall
be settled by arbitration administrated by the American Arbitration Association under its National
Rules for the Resolution of Employment Disputes. Such arbitration shall be held in New Jersey (or
in such other location as the Company may at the time be headquartered). The arbitration shall be
conducted before a three-member panel. Within fifteen (15) days after the commencement of
arbitration, each party shall select one person to act as arbitrator and the two selected shall
select a third arbitrator within ten (10) days of their appointment.
If the arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator, the third arbitrator shall be selected by the American Arbitration Association and
shall be a member of the bar of the State of New Jersey actively engaged in the practice of
employment law for at least ten years. The arbitration panel shall apply the substantive laws of
the State of New Jersey in connection with the arbitration and the New Jersey Rules of Evidence
shall apply to all aspects of the arbitration. The award shall be made within thirty days of the
closing of the hearing. Judgment upon the award rendered by the arbitrators(s) may be entered by
any Court having jurisdiction thereof.
7.11 Notices. All notices pursuant to this Agreement shall be in writing and shall be
sent by prepaid certified mail, return receipt requested or by recognized air courier service
addressed as follows:
| (i) | If to the Company to: |
Amicus Therapeutics, Inc.
0 Xxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
0 Xxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
| (ii) | If to Employee to: |
Xxxx X. Xxxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
00 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
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or to such other addresses as may hereinafter be specified by notice in writing by either of the
parties, and shall be deemed given three (3) business days after the date so mailed or sent.
7.12 Compliance. If reasonably requested in writing, Employee agrees within fifteen
business days to provide the Company with an executed IRS Form 4669 (Statement of Payments
Received) with respect to any taxable amount paid to Employee by the Company.
7.13 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall together constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
| /s/ Xxxx X. Xxxxxxx | ||||||||
| XXXX X. XXXXXXX | ||||||||
| AMICUS THERAPEUTICS, INC. | ||||||||
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||||||
| Name: | Xxxxxx X. Xxxxxx, Xx. | |||||||
| Title: | Lead Independent Director | |||||||
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