EXHIBIT 10.1
May 3, 2005
Mr. Jonathan M. Nugent
300 E. 75 th Street
New York, New York 10021
Dear John:
This
letter agreement (the “Agreement”) will serve to
confirm our agreement with respect to the terms and conditions of
your employment by BioCryst Pharmaceuticals, Inc., a Delaware
corporation (“BioCryst” or the
“Company”).
The
terms and conditions of your employment are as follows:
1.
Term of Employment . Subject to the terms and
conditions of this Agreement, BioCryst hereby employs Mr. Jonathan
M. Nugent (“you” or “Employee”), and you
hereby accept such employment commencing on or before June 1,
2005. You shall be employed to serve as BioCryst’s
primary executive officer in charge of corporate communications,
reporting to the chief executive officer of BioCryst. You
shall have the title of Vice President, Corporate
Communications. You shall devote your full business time and
energies to the Company, and shall not engage in any other business
activity that would interfere with, or prevent you from carrying
out, your duties and responsibilities under this Agreement.
You will be considered an executive officer of the Company subject
to the provisions of Section 16 of the Securities Exchange Act of
1934 relating to insider trading.
2.
Basic Full-Time Compensation and Benefits .
(a) (i) As
base salary for services rendered under this Agreement, you shall
be entitled to receive from BioCryst, for the term of your
full-time employment under this Agreement, an aggregate base salary
of $180,000 per year which remuneration shall be payable in equal
semi-monthly installments on the 15 th and last business
days of each month during the term of this Agreement. This
base salary will be reviewed annually by the Board of Directors and
may be raised at the discretion of the Board.
(ii) In
addition to the base salary set forth in (i) above, you will
receive an annual incentive bonus of not less than 12% of your
annual base salary (and shall be eligible for an annual incentive
bonus of up to 30% of your annual salary, the amount of such bonus
in excess of 12% of your annual base salary to be determined by the
Compensation Committee of the Board of Directors in its sole
discretion). The annual incentive bonus will be payable as a
combination of cash and stock options (which options, if issued in
payment of any portion of the annual incentive bonus, will be
valued using the methodology then utilized by the Company to value
stock options at the time of issuance), as determined by the
Compensation Committee of the Board of Directors of the Company,
and will be payable in accordance with the Company’s normal
procedures and payment dates for annual incentive bonuses of
executive officers.
(b) In
addition to the compensation set forth in (a) above, you shall be
entitled to receive such other benefits and perquisites provided to
other executive officers of BioCryst which benefits may include,
without limitation, reasonable vacation, sick leave, medical and
dental benefits, life and disability insurance, and participation
in profit sharing or retirement plans.
3.
Stock Options .
(a) The
Company will grant you an option (the “Option”) to
acquire 35,000 shares of the Company’s common stock at a
price determined based on the price of the Company’s common
stock on your first day of work. The Option will be granted
under the Company’s existing stock option plan for employees
and, except to the extent otherwise provided in this Agreement,
shall be subject to the terms and provisions thereof.
(b) The
parties intend for the Option to qualify as “incentive stock
options,” as that term is defined in Section 422 of the
Internal Revenue Code of 1986
