Exhibit 10.47
CV THERAPEUTICS
INTEROFFICE MEMORANDUM
DATE: SEPTEMBER 15, 1997
TO: Xxxxx Xxxxx
FROM: Xxxxx Xxxxxxxx
SUBJECT: Transition Agreement
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As we have discussed over the last few weeks, I would like to formalize my
exit as CFO at CV Therapeutics. I have very much enjoyed my time with the
company and am excited by the prospects for CVT. However, for personal
reasons - not the least of which is a 100+ mile per day commute and a desire
to spend more time with my children - I need to return to project consulting
for CVT on a more limited basis.
I have outlined below our agreement regarding my transition:
1. RECRUITING A NEW CFO
CVT will initiate a search immediately for a new CFO, and I will
cooperate in any way required to recruit a suitable replacement
2. TIME COMMITMENT
I will remain as CFO until the earlier of 12/31/97, or when a
replacement is found, working 24 hours per week. I will become a
consultant to CVT on 1/1/98. If a new CFO has not been secured by then,
I will commit to 20 hours per week until March 31, 1998. The earlier of
March 31, 1998 or when a CFO replacement is named, I will convert to a
project consultant and commit to four (4) days per month.
3. COMPENSATION
CASH
- From September 15 to December 31, my salary will be set at $125,000 per
annum. If we close any kind of financing before March 31, 1998, I will
receive a one time payment of $20,000. In addition, I will be eligible
for full bonus consideration for my work in 1997, not prorated for part
time work. My car and cell phone allowance of $1,000 per month will
remain in effect until 12/31/97.
3. COMPENSATION (CON'T)
- From 1/1/98 until 3/31/98, or until a CFO replacement has been named,
whichever comes first, I will be compensated at the rate of $135 per
hour, plus car and cell phone expenses. I will not be eligible for CVT
benefits, except that which is available through COBRA.
- Thereafter, I will receive $4,167 per month for twelve months. Any cash
compensation after the twelve months will be mutually agreed by CVT and
me.
STOCK:
- Under all scenarios above, my stock will continue to vest on its current
schedule. I am aware that when my status converts from employee to
consultant, any unvested stock options will convert to NQ status.
OTHER:
I will keep the title of CFO until 12/31/97. From 1/1/98 until 3/31/98
(or earlier if a CFO replacement has been named), I will use the title
of Acting CFO. Thereafter I will carry no title.
Please sign Below to indicate your agreement with the summary above.
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxx Xxxxx Xxxxxxxx
