AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.58
AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of December 24, 2008,
is between La Jolla Pharmaceutical Company, a Delaware corporation, with its principal place of
business located at 0000 Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 (the “Employer”),
and Xxxx Xxxxx (the “Employee”).
WHEREAS, the Employee is currently employed as Vice President, Finance of the Employer under an
Executive Employment Agreement dated as of February 23, 2006 (the “Agreement”); and
WHEREAS, the Board of Directors (the “Board”) of Employer, pursuant to Board approval on
December 24, 2008, has authorized changes to employment documentation in order to conform to
the provisions of IRC Section 409A relating to nonqualified deferred compensation arrangements and
the parties hereto consider it appropriate that the Agreement be amended to reflect such
arrangements;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Employer and the
Employee agree to the following amendment to the Agreement. Capitalized terms used in this
Amendment that are not otherwise defined shall have the same meanings as in the Agreement, provided
that the terms “Employer” and the “Company” shall be used interchangeably in the Agreement and this
Amendment.
| 1. | Section 2(a)(A) of the Agreement is hereby deleted in its entirety and replaced with the following: |
“Termination; Severance. Employee will be entitled to receive from the Company an amount in
severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The
Severance Amount will be paid in a lump sum on the first payroll date that is 30 days after the
date of Employee’s termination of service, provided that Employee has executed and delivered to the
Company a mutual release, within 21 days of her date of termination from service, in form and
substance satisfactory to the Company, of all claims arising in connection with Employee’s
employment with the Company and termination thereof and has not revoked said release;”
| 2. | Section 2(a)(B) of the Agreement is hereby deleted in its entirety and replaced with the following: |
“In addition, Company will pay the monthly premiums for group health care continuation coverage for
Employee and Employee’s eligible dependents pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1986 (“COBRA”) for 12 full calendar months following termination,
provided Employee elects to continue and remains eligible for such benefits during this
period.”
| 3. | Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following: |
"(a) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Employee’s
termination of employment with the Company, Employee is a “specified employee” as defined in
Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits
received or to be received by Employee pursuant to this Agreement or otherwise would constitute
deferred compensation subject to Section 409A, then no such payment will be made under this
Agreement until the earlier of (i) the date which is six months and one day after Employee’s
separation from service or (ii) the date of Employee’s death.”
| 4. | No Other Amendment. Except as otherwise set forth herein, the Agreement shall not be otherwise amended and remains in full force and effect. |
IN WITNESS WHEREOF, the Employer and Employee have executed this Amendment 1 as of the day set
forth above.
| LA JOLLA PHARMACEUTICAL COMPANY | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||||
| President & CEO | ||||||
| EXECUTIVE | ||||||
| /s/ Xxxx Xxxxx
|
||||||
