Exhibit 10.1
ACUSPHERE, INC.
EXECUTIVE RETENTION BONUS
PLAN
Effective as of the Effective Date,
Acusphere, Inc. (the “Company”) sets forth herein
the terms of its Executive Retention Bonus Plan (the
“Plan”) as follows:
SECTION 1.
PURPOSE
The Board of Directors of the
Company (the “Board”) believes that it is in the best
interests of the Company to encourage the continued dedication to
the Company of its executive officers in the face of potentially
distracting circumstances arising from the Company’s
financial condition and therefore desires to provide incentives to
selected employees to remain employed through the date on which the
Company receives a complete response letter from the U.S. Food and
Drug Administration (“FDA”) in response to the
Company’s new drug application (hereinafter, such date is
referred to as the “PDUFA Date.”)
SECTION 2.
DEFINITIONS
(a)
“Annual Base Salary”
means, with respect to an Employee, the annual base salary payable
to the Employee by the Company as of the Effective Date, before
taking into account the voluntary 10% or 20% reduction in base
salary taken by the Employee on August 1, 2008.
(b)
“Board” means the Board
of Directors of the Company.
(c)
“Cause” means and shall
be limited to: (i) neglect of or refusal to perform,
other than as a result of sickness, accident or similar cause
beyond the Employee’s control, any duty or responsibility as
an Employee of the Company after notice from the Company;
(ii) any material breach of any agreement with the Company;
(iii) dishonesty with respect to the Company or the commission
of any crime (other than minor traffic violations); or
(iv) any material misconduct or material neglect of duties in
connection with the business affairs of the Company.
(d)
“Code” means Internal
Revenue Code of 1986, as amended.
(e)
“Company” means
Acusphere, Inc., or its successor.
(f)
“Employee” means a
regular full-time employee of the Company whose name is listed on
Schedule A attached hereto.
(g)
“Effective Date” means
December 12, 2008.
(h)
“Payment Date” means the
day which is fifteen days after the PDUFA Date.
