Exhibit 10.31
SEVERANCE AND CHANGE IN
CONTROL AGREEMENT
THIS SEVERANCE AND CHANGE IN
CONTROL AGREEMENT (“ Agreement ”) dated as of
November 28 , 2008 (the “ Effective Date
”) is entered into by and between Caroline Loewy, Chief
Financial Officer (“ Executive ”) and Corcept
Therapeutics Incorporated, a Delaware corporation (the “
Company ”).
WITNESSETH
:
WHEREAS, Executive is a senior
executive of the Company and has made and is expected to continue
to make major contributions to the short and long term
profitability, growth and financial strength of the
Company;
WHEREAS, the Company recognizes
that, as is the case for most publicly held companies, the
possibility of a Change in Control (as defined below)
exists;
WHEREAS, the Company desires to
assure itself of both present and future continuity of
management;
WHEREAS, the Company wishes to
ensure that Executive is not practically disabled from discharging
his duties in respect of a proposed or actual transaction involving
a Change in Control; and
WHEREAS, the Company desires to
provide additional inducement for Executive to continue to remain
in the employ of the Company.
NOW, THEREFORE, in exchange for good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and Executive agree as
follows:
1. Certain Defined Terms . In
addition to terms defined elsewhere herein, the following terms
have the following meanings when used in this Agreement with
initial capital letters:
(a) “ Board ”
shall mean the Board of Directors of the Company.
(b) “ Cause ”
shall mean (i) Executive’s gross negligence or willful
misconduct in the performance of his duties to the Company where
such gross negligence or willful misconduct has resulted or is
likely to result in material damage to the Company or its
subsidiaries; (ii) Executive’s willful and habitual
neglect of his or her duties of consulting or employment;
(iii) Executive’s commission of any act of fraud with
respect to the Company; (iv) Executive’s conviction of
or plea of guilty or nolo contendere to felony criminal
conduct or any crime involving moral turpitude; or
(v) Executive’s violation of any noncompetition or
confidentiality agreement that Executive has entered into with the
Company.
(c) The term “ Change in
Control ” shall mean: (i) the liquidation,
dissolution or winding up of the Company; (ii) any
consolidation or merger of the Company with or into any other
corporation or other entity or person, or any other corporate
reorganization in which the Company’s stockholders
immediately prior to such transaction do not hold more than
fifty
percent (50%) of the voting power of the
surviving or acquiring entity (or its parent) immediately following
such transaction (taking into account only voting power resulting
from stock held by such stockholders prior to such transaction);
(iii) any transaction or series of related transactions to
which the Company is a party in which in excess of fifty percent
(50%) of the Company’s voting power outstanding before
such transaction is transferred or (iv) a sale, conveyance or
other disposition of all or substantially all of the assets of the
Company (including without limitation a license of all or
substantially all of the Company’s intellectual property that
is either exclusive or otherwise structured in a manner that
constitutes a license of all or substantially all of the assets of
the Company); provided that a Change in Control shall not
include (A) a merger or consolidation with a wholly-owned
subsidiary of the Company, (B) a merger effected exclusively
for the purpose of changing the domicile of the Company or
(C) any transaction or series of related transactions
principally for bona fide equity financing purposes.
(d) “ Good Reason
” shall mean any of the following events which Executive
provides written notice to the Company of within 90 days of such
event having occurred and which is not cured by the Company within
30 days after such written notice thereof is provided to the
Company by Executive: (i) any reduction of Executive’s
base salary or target annual bonus; (ii) any involuntary
relocation of Executive’s principal workplace to a location
more than 35 miles in any direction from Executive’s current
principal workplace, (iii) a substantial and material adverse
change, without Executive’s written consent, in
Executive’s title, authority, responsibility or duties; or
(iv) any material breach by the Company of any provision of
this Agreement or any other employment agreement, after written
notice delivered to the Company of such breach and the
Company’s failure to cure such breach; provided,
however , in the context of a Change in Control, Executive
shall not have Good Reason to resign in connection with a
reorganization of the Company in which the executive would retain
substantially similar title, authority, duties, base pay and bonus
but might have greater or lesser reporting responsibilities. In
order to constitute a termination of employment for Good Reason,
Executive’s employment must be terminated no later than 180
days following the initial occurrence of any events set forth
above.
2. Terminations Without Cause or
for Good Reason . If Executive’s employment shall
terminate involuntarily without Cause or for Good Reason, the
Company shall provide Executive with severance payments and
benefits pursuant to this Section 2.
(a) Terminations Not in
Connection with a Change In Control . If Executive’s
employment shall terminate involuntarily without Cause or for Good
Reason, prior to a Change in Control or more than eighteen
(18) months following a Change in Control, the Company shall
provide Executive with the following severance payments and
benefits in lieu of any severance benefits to which the Executive
may otherwise be entitled to under any severance plan or program
maintained by the Company:
(i) Severance Payments : Pay
to Executive an amount equal to twelve (12) months then
current base salary, payable in substantially equal installments in
accordance with the Company’s customary payroll practices and
procedures. The continuation of your base salary shall be paid
beginning on the sixtieth (60th) day following the date of
termination, all payments deferred pursuant to this sentence shall
be paid in a lump sum to Executive and any remaining payments due
under this paragraph shall be paid as otherwise provided
herein.
2
(ii) Continued Benefits . If
Executive elects to continue his health insurance coverage under
the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“ COBRA ”) following such termination,
then the Company shall pay Executive’s monthly COBRA premium
for continued health insurance coverage for Executive and
Executive’s eligible dependents until the earlier of
(i) twelve (12) months following the termination date, or
(ii) the date upon which Executive and his eligible dependents
become eligible for comparable coverage under a group health
insurance plan maintained by subsequent employer.
(b) Terminations in Connection
with a Change In Control . If Executive’s employment
shall terminate involuntarily without Cause or for Good Reason,
within eighteen (18) months following a Change in Control, the
Company shall provide Executive with the following severance
payments and benefits in lieu of any severance benefits to which
the Executive may otherwise be entitled to under any severance plan
or program maintained by the Company:
(i) Severance Payments : Pay
to Executive an amount equal to twelve (12) months then
current base salary, payable in a lump sum on the sixtieth
(60th) day following the termination of employment.
(ii) Continued Benefits . If
Executive elects to continue his health insurance coverage under
COBRA following such termination, then the Company shall pay
Executive’s monthly COBRA premium for continued
health
