AMENDMENT TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Exhibit 10.59
AMENDMENT TO EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO CHIEF FINANCIAL OFFICER, CHIEF BUSINESS OFFICER AND EXECUTIVE
VICE-PRESIDENT 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 Niv
Caviar (the “Employee”).
WHEREAS, the Employee is currently employed as Chief Financial Officer, Chief Business Officer and
Executive Vice President of the Employer under an Executive Employment Agreement dated as of May
10, 2007 (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 4.3 of the Agreement is hereby deleted in its entirety and replaced with the following: |
“Annual Bonus. Executive will be eligible to earn an annual bonus based on achievement of
specified performance goals and objectives in accordance with Company’s bonus plan and paid out in
the following year. Executive’s target bonus for calendar year 2007 will be 35% of the Base Salary
prorated for Executive partial year of service based on the Effective Date.”
| 2. | Section 7.2(a) of the Agreement is hereby deleted in its entirety and replaced with the following: |
“(a) Severance Package. If Executive is terminated without Cause, Executive will receive
a severance payment equivalent to nine months of Executive’s Base Salary then in effect, payable in
installments in accordance with Company’s normal payroll schedule beginning within 30 days after
the date of termination of service provided that the release described in subsection 7.2(b) has
become effective. In addition, Company will pay the monthly premiums for
group health care continuation coverage for Executive and Executive’s eligible dependents pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for nine months following
termination, provided Executive elects to continue and remains eligible for such benefits
and does not become eligible for health coverage through another employer during this period.
Furthermore, any outstanding options to purchase common stock of Company held by Executive as of
the date of Executive’s termination under this Section 7.2 shall immediately vest and become
exercisable, notwithstanding any contrary terms and provisions of the applicable stock option plan
and related stock option agreements.”
| 3. | Section 7.2(b) of the Agreement is hereby deleted in its entirety and replaced with the following: |
“(b) Conditions to Receive Severance Package. The Severance Package pursuant to subsection
7.2(a) will be paid, provided Executive meets both of the following conditions: (i)
Executive complies with all surviving provisions of this Agreement as specified in subsection 13.8;
and (ii) Executive executes a full general release within 21 days of the termination of service; in
a form suitable to Company, releasing all claims, known or unknown, that Executive may have against
Company arising out of or any way related to Executive’s employment or termination of employment
with Company.”
| 4. | Section 7.5(b) of the Agreement is hereby amended by adding the following sentence at the end thereof: | ||
| “The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the cash payments pursuant to Section 7.2(a), and in any event shall be made in such a manner so as to maximize the value of the Severance Package actually paid to the Executive.” | |||
| 5. | 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
|
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| President & CEO | ||||||
| EXECUTIVE | ||||||
| /s/ Niv Caviar
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