EXHIBIT 10.22
AMENDMENT TO EMPLOYMENT
AGREEMENT
T HIS A MENDMENT TO E MPLOYMENT A GREEMENT (the “Amendment” ) is
made and entered into as of February 3, 2009 by and between
TorreyPines Therapeutics, Inc. (the “ Parent
” ), Parent’s subsidiary, TPTX, Inc. (
“TPTX” ) and P
AUL S CHNEIDER ( “Executive” ). As
used in this Amendment, references to the
“Company” shall include the Parent and
TPTX, as appropriate. Capitalized terms used but not defined herein
shall have the meaning assigned to them in the Agreement (as
defined below).
R ECITALS
W HEREAS , the Company and Executive previously entered
into that certain Amended and Restated Employment Agreement dated
as of November 12, 2008 (the
“Agreement” ); and
W HEREAS , the parties desires to amend the Agreement as
set forth below.
N OW ,
T HEREFORE
, in consideration for the foregoing premises and
the mutual covenants and conditions set forth below, and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties to this Amendment hereby agree as
follows:
A MENDMENT
1. Section 4.4.2.1 of the Agreement is hereby
amended and restated in its entirety to read as follows:
“The Company shall continue to
pay the Executive’s base salary during the period following
the termination or resignation of the Executive for a period equal
to tweleve (12) months (the “Compensation
Severance Period” ). Such severance payments shall be
subject to standard deductions and withholdings and paid in
accordance with the Company’s regular payroll policies and
practices. For purposes of calculating the amount to be paid
pursuant this Section 4.4.2.1, the Company shall use the
Executive’s base salary in effect on the date of such
termination or resignation, but determined prior to any reduction
in base salary that would permit the Executive to voluntarily
resign for Good Reason pursuant to
Section 4.5.3(iii).”
2. Section 4.4.2.3 of the Agreement is hereby
amended and restated in its entirety to read as follows:
“The vesting of each Company
equity award held by Executive shall accelerate on such date of
termination (or the date of a Change in Control if the Executive
has resigned for Good Reason within three (3) months before a
Change in Control
