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EXHIBIT 10.12
[AMICUS THERAPEUTICS LOGO]
February 2, 2006
Dr. Karin Ludwig
174 Washington Street, #4H
Jersey City, NJ 07302
Dear Karin:
On behalf
of Amicus Therapeutics, Inc. (the "Company"), I am pleased to
confirm our offer to you for the position of Sr. Vice President,
Clinical
Research reporting to me. Your start date will be mutually agreed
upon but no
later then February 21, 2006.
Prior to
the commencement of your employment you will be required to
execute the Company's Confidentiality, Disclosure and
Non-Competition Agreement.
A copy of this agreement is attached. In addition, as a condition
of employment
Amicus requires a pre-employment drug screening.
In consideration
for all your services to be rendered to the Company your
annual base salary will be $235,000, to be paid bi-weekly in
accordance with the
Company's payroll practices. Upon the completion of mutually agreed
upon
individual goals and objectives as well as the achievement of
specific Company
goals, you will be eligible to receive a year end bonus target of
25% of your
base salary, minus customary deductions. Once you agree to join
Amicus, payable
with your first paycheck, you will receive a sign on bonus of
$60,000 minus
customary deductions.
Upon
approval by the Board of Directors, you will receive an
incentive
stock option to purchase 450,000 shares of the Company's common
stock, par value
$.01 per share (the "Common Stock") pursuant to a stock option
agreement in form
and substance acceptable to the Company. The options will become
exercisable
over a four-year period as follows: 25% on the first anniversary of
the date of
grant, and the remaining 75% in equal monthly increments
thereafter. The
exercise price of the options will be the fair market value of the
Company's
common stock on the date of grant. Shares issuable upon exercise of
each option
will be subject to certain transfer restrictions including the
right of first
refusal. Additionally, exercise of the options will be governed in
accordance
with the provisions of the Company's stock option plan.
You will
be eligible to participate in the Company's health benefits
program and are eligible to participate in the Company's 401(k) as
well as any
other employee benefit plan(s) that are generally made available by
the Company
to its employees from time to time when and as the Company may make
them
available. You will be eligible for paid Company holidays as
outlined in our
Holiday Policy and you will be eligible for twenty
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6 Cedar Brook Drive Cranbury, NJ 08512
T: 609-662-2000
F: 609-662-2001
www.amicustherapeutics.com
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Dr. Karin Ludwig
February 2, 2006
Page #2 of 3
(20) days paid vacation, three weeks during the year and one
between Christmas
and New Years. Vacation accrues on a monthly basis. Because the
Company expects
to regularly review its b