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EXHIBIT 10.66
EMPLOYMENT AGREEMENT
This Amended and Restated
Employment Agreement (this " Agreement ") is effective as of
December 4, 2006 (the " Effective Date "), and is
entered into by and between Michael Tansey (" Employee ")
and La Jolla Pharmaceutical Company (the " Company ").
WHEREAS, the Company offered
Employee employment pursuant to an offer letter and agreement dated
July 10, 2006 (the " Offer Letter ");
WHEREAS, the parties hereto desire
to amend and restate the terms of Employee’s employment in
this Agreement.
NOW, THEREFORE, for good and
valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Title; Other
Consulting . Employee shall have the title of EVP &
Chief Medical Officer. In this capacity, Employee will report to
the Company’s Chief Executive Officer. Employee will be
permitted to provide consulting services to other entities and
persons during his employment hereunder provided (i) such
consulting does not interfere with Employee’s ability to
perform his duties and responsibilities hereunder, and
(ii) such consulting does not involve anything pertaining to
research, diagnosis or treatment of lupus, including but not
limited to any therapeutics for lupus.
2.
Compensation ,
(a)
Annual Base Salary . As compensation for all services to be
rendered by Employee under this Agreement, the Company shall pay
Employee a base annual salary of $325,000, which salary shall be
paid in conformity with the Company’s pay practices generally
applicable to Company executives.
(b)
Bonus . Employee will be eligible for a target bonus of up
to 40% of his base annual salary, with any bonus for 2006 to be
prorated. The bonus for each year will be determined by the
achievement of goals established for (i) Employee’s
position, and (ii) overall Company performance, and is subject
to approval by the Company’s Board of Directors.
(c)
Benefits . During the term of his employment, Executive
shall be entitled to participate in all employee benefit plans and
programs, including paid vacations, to the same extent generally
available to Company executives, in accordance with the terms of
those plans and programs. The Company shall have the right to
terminate or change any such plan or program at any time.
(d)
Health Insurance . If Employee declines to participate in
the Company’s group health plan, then for each full year of
non-participation, the Company will pay Employee $9600 to
compensate him for the purchase of supplemental medical coverage.
Said payment will be made in a lump sum on or before August 1 of
each year of employment hereunder.
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(d)
Stock Options . In connection with this Agreement, Employee
has been granted a stock option to purchase 87,000 shares of the
Company’s stock pursuant to the terms of the Company’s
2004 Equity Incentive Plan. This option is in addition to an
earlier option to purchase 113,000 shares pursuant to the same
Plan.
3. Termination;
Severance .
(a) If
(i) Employee’s employment is terminated by the Company
without Cause or (ii) if a Change in Control of the Company
occurs and Employee’s employment with the Company or its
successor Terminates In Connection With a Change in Control, and in
the absence of any event or circumstance constituting Cause, then,
in either case:
(A) Employee
will be entitled to receive from the Company an amount in severance
equal to 9 months of Employee’s then-current base salary (the
" Severance Amount "). The Severance Amount will be paid in
a lump sum promptly after Employee has executed and delivered to
the Company a release, in form and substance satisfactory to the
Company, of all claims arising in connection with Employee’s
employment with the Company and termination thereof;
(B) Provided
that Employee has elected not to be covered by the Company’s
group health insurance plan, Employee will be paid $800 for each
month during the 9-month severance period that Employee has not
previously received payment to compensate him for his supplemental
medical coverage.
(C) Notwithstanding
anything to the contrary in the option plan pursuant to which
Employee’s options were granted, all options granted to
Employee prior to the Termination Date (the "Options") shall
automatically vest and become fully exercisable as of the
Termination Date notwithstanding any vesting or performance
conditions applicable thereto, and such Options shall remain
exercisable for (i) one year following the Termination Date or
(ii) if the plan or grant agreement pursuant to which certain
Options were granted provides that such Options will be exercisable
for a period longer than one year in circumstances where Employee
is terminated without Cause or Employee’s employment
Terminates In Connection With a Change in Control, then such longer
exercise period shall apply with respect to such Options; provided
that, in either case, (A) in no event will Options be
exercisable beyond the duration of the original term thereof and
(B) if the Options qualify as an incentive stock option under
the Internal Revenue Code and applicable regulations thereunder,
the exercise period thereof shall not be extended in such a manner
as to cause the Options to cease to qualify as an incentive stock
option unless Executive elects to forego incentive stock option
treatment and extend the exercise period thereof as provided
herein.
(b)
" Change in Control " of the Company has the
meaning set forth in the La Jolla Pharmaceutical Company 2004
Equity Incentive Plan.
(c)
" Cause " means the occurrence of one or more
of the following: (i) Employee commits a felony or any crime
involving moral turpitude, embezzlement, fraud or misappropriation;
(ii) Employee breaches this Agreement or any other agreement
entered into with the Company, or breaches a material policy of the
Company;
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(iii) Employee engages in a dishonest ac
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