Exhibit 10.1
January 27, 2009
Richard B. Brewer
President and Chief Executive Officer
ARCA biopharma, Inc.
8001 Arista Place, Suite 200
Broomfield, CO 80021
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Re:
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Executive
Severance Benefit
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Dear Mr. Brewer:
Congratulations on the successful
completion of the merger. As you are aware, consummation of the
merger constitutes a “Change in Control” under the
terms of the Nuvelo, Inc. Executive Change in Control and Severance
Benefit Plan, as amended August 1, 2007 (the
“Plan”). In connection with the merger, I have resigned
from my position as General Counsel and Secretary of Nuvelo, Inc.
(now known as ARCA biopharma, Inc., or the “Company”),
but have agreed to remain as the Company’s Chief Financial
Officer and Treasurer for a transitional period ending
March 31, 2009 (the “Transition Period”), during
which time, I agree to assist with the preparation and filing of
the Company’s annual report on Form 10-K for the fiscal year
ended December 31, 2008 and to assist management with
planning, finance, financial reporting and other corporate
governance matters (collectively, the “Duties”).
Notwithstanding these Duties, my change in function constitutes a
“Constructive Termination” pursuant to the terms of the
Plan. As a result, I am now entitled to “Change in Control
Severance” benefits under the Plan, but agree (a) to
defer the effective date of the “Constructive
Termination” and my rights to receive severance benefits
under the Plan until the expiration of the Transition Period and
(b) to perform the Duties summarized above during the
Transition Period, in consideration of the Company’s agreeing
as follows:
1. Upon satisfactory completion of
the Duties, at the end of the Transition Period, the Company shall
pay me in lump sum a retention bonus of $50,000 (net of applicable
withholdings).
2. Concurrently with the payment of
the retention bonus, the Company shall pay me in lump sum an amount
equal to 50% of the aggregate “Base Severance Benefit”
and “Bonus Severance Benefit” that I am owed under the
Plan
