Exhibit 10.1
RETENTION
AGREEMENT
This RETENTION
AGREEMENT (“Agreement”) is made and entered into by
and between Mark K. Wedel (“Dr. Wedel”) and Isis
Pharmaceuticals, Inc. (“Isis”) as of the Execution Date
of this Agreement, September 21, 2007, and will be effective as of
the Effective Date defined in Section 9 below.
WHEREAS, Isis
wishes to provide Dr. Wedel with certain benefits in consideration
of Dr. Wedel’s service to Isis and the promises and covenants
of Dr. Wedel as contained herein;
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the parties hereto as
follows:
1.
TERMINATION; SEPARATION PAYMENTS.
a.
Dr. Wedel will cease to be an “active employee” of Isis
on June 30, 2008 unless his employment is terminated earlier in
accordance with the terms of this Agreement, the actual date of
termination of active employment being his “Separation
Date”.
b.
If Dr. Wedel’s employment at Isis has not terminated for any
reason before June 30, 2008, he will then become “an inactive
employee” and will receive a Separation Payment in the form
of 18 months (the “Separation Period”) of salary and
employee benefits continuance. Salary will be paid on
regularly scheduled Isis paydays and will be subject to normal
withholdings including deductions for employee benefits.
c.
If Dr. Wedel’s employment at Isis has not terminated for any
reason before June 30, 2008 he will also receive an Incentive
Payment in the amount of $50,000 payable on that date.
d.
If Dr. Wedel’s employment at Isis is terminated at any time
before June 30, 2008, due to involuntary dismissal (other than for
cause), he will receive the Separation Payment described in 1.b.
above beginning on the day after his last day of employment or the
last day of employment prior to the change of control.
e.
If Dr. Wedel’s employment at Isis is terminated at any time,
for any reason, before June 30, 2008, he will not receive the
Incentive Payment described in 1.c above.
f.
If Dr. Wedel’s employment at Isis is not terminated before
December 31, 2007, he will be eligible for a 2007 Bonus, payable in
January, 2008, as determined by the Board of Directors.
g.
Dr. Wedel will not be eligible for salary increases or additional
stock option grants at any time for the remainder of his employment
from and after the Effective Date.
h.
At all times during Dr. Wedel’s active employment at Isis and
during the Separation Period his employee benefits, specifically
including life insurance and disability benefits, will
continue. If his employment at Isis ends before June 30, 2008
due to death, or Dr. Wedel dies during the Separation Period,
Separation Payments will no longer be paid and employee benefits
will cease.
i.
If Dr. Wedel voluntarily terminates his employment at any time
before June 30, 2008 he will not be eligible for the Separation
Payment or the Incentive Payment. If he
voluntarily terminates
his employment before December 31, 2007, he will not be eligible
for the 2007 Bonus.
j.
Separation Payments will cease if at any time during the Separation
Period Dr. Wedel becomes otherwise employed, part-time or full
time, as an employee or consultant. Provided, however, that
Dr. Wedel may sit on one Board of Directors so long as that company
is not involved in any way in RNA targeted drug discovery or
development.
2.
ACCRUED VACATION. If Dr. Wedel receives Separation
Payments he will use all previously accrued vacation during the
Separation Period. Vacation will not accrue during the
Separation Period. If Dr. Wedel’s active employment
terminates at any time without Separation Payments, accrued
vacation will be paid subject to standard payroll deductions and
withholdings, on his Separation Date.
3.
HEALTH INSURANCE. To the extent permitted by law and
by Isis’s current group health insurance policies, after the
Separation Period, Dr. Wedel will be eligible to continue receiving
health insurance benefits under the federal or state COBRA law at
Dr. Wedel’s own expense and later to convert to an individual
policy if desired. Dr. Wedel will be provided with a separate
notice regarding COBRA benefits.
4.
STOCK OPTIONS. Pursuant to Isis’ equity
incentive plans, vesting of Dr. Wedel’s stock options will
cease on the Separation Date. Dr. Wedel’s rights to
exercise his stock options as to any vested shares will expire in
accordance with the terms of the applicable Isis option plan.
Dr. Wedel’s rights to exercise vested options expire 90 days
after the Separation Date. Provided, however, if ISIS 301012
is licensed to a third party before Dr. Wedel’s active
employment terminates, vesting of Dr. Wedel’s stock options
will continue through the Separation Period, if applicable, and his
rights to exercise vested options will continue until 90 days after
the end of the Separation Period, in accordance with the terms of
the applicable Isis option plan.
5.
RETURN OF COMPANY PROPERTY. On the Separation Date,
Dr. Wedel will return to Isis all Isis documents (and all copies
thereof) and other Isis property and materials in Dr. Wedel’s
possession, or control, including, but not limited to, Isis files,
notes memoranda, correspondence, lists, drawings, records, plans
and forecasts, financial information, personnel information,
customer and customer prospect information, sales and marketing
information, product development and pricing information,
specifications, computer-recorded information, tangible property,
equipment, credit cards, entry cards, identification badges and
keys; and any materials of any kind which contain or embody any
proprietary or confidential information of Isis (and all
reproductions thereof).
6.
PROPRIETARY INFORMATION OBLIGATIONS. Dr. Wedel
acknowledges that nothing herein will impair the covenants and
obligations set forth in Dr. Wedel’s Proprietary Information
and Inventions Agreement. Any breach of Dr. Wedel’s
Proprietary Information and Inventions Agreement will be a breach
of this Agreement.
7.
NO STATEMENTS/HIRING RESTRICTIONS.
a.
From the Effective Date and continuing for a period of 5 years
following the Separation Date, Dr. Wedel will not (i) make or cause
to be made any negative, disparaging or defamatory statements
and/or comments related to Isis, or its employees, technology,
products or patents, (ii) participate in or supply information to
any investors,
