AMENDMENT TO CHIEF EXECUTIVE
OFFICER
EMPLOYMENT AGREEMENT
This SECOND
AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (“
Amendment ”), dated as of December 31, 2008, is
between La Jolla Pharmaceutical Company, a Delaware corporation,
with its principal place of business located at 6455 Nancy Ridge
Drive, San Diego, California 92121 (the “ Employer
”), and Deirdre Y. Gillespie (the “ Employee
”).
WHEREAS, the
Employee is currently employed as President and Chief Executive
Officer of the Employer under a Chief Executive Officer Employment
Agreement dated as of March 15, 2006 (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 2(b)
of the Agreement is hereby deleted in its entirety and replaced
with the following:
“(b)
Determination of Bonus . The amount of Executive’s
bonus will be determined after the close of the Company’s
fiscal year and paid out in the following year. To be eligible to
receive a bonus, Executive must remain in employment with the
Company throughout the entire fiscal year. Notwithstanding the
foregoing, but subject to Section 2.3(c) below, in the event
that Executive is terminated without Cause, as a result of a
Constructive Termination or in connection with a Change in Control,
the amount of Executive’s bonus, if any, will be determined
after the occurrence of such event and will be paid to Executive
promptly
