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LA JOLLA PHARMACEUTICAL COMPANY
EXHIBIT 10.41
ATTACHMENT A
As a supplement to the letter agreement dated April 10, 2001 between La
Jolla Pharmaceutical Company ("LJP") and Xxxxxxx X. Xxxxx ("XXXXX") related to
Xxxxx'x employment by LJP, Xxxxx and LJP hereby agree as follows:
In connection with Xxxxx'x employment with LJP, LJP's management will
recommend to LJP's Board of Directors that LJP grant to Xxxxx an option to
purchase up to 80,000 shares of common stock of LJP. Such option, if granted,
shall be the "OPTION" for purposes hereof.
If Xxxxx'x employment is terminated by LJP without Cause (as defined
below), or if a Change in Control of LJP (as defined below) occurs and Xxxxx'x
employment with LJP or its successor "terminates in connection with" (as defined
below) that Change in Control and in the absence of any event or circumstance
constituting Cause, then:
(i) Xxxxx will be entitled to receive from LJP a severance
payment equal to his then-current base salary for a period
of nine (9) full calendar months from the date of
termination, payable consistent with LJP's normal payroll
practices, provided that such payment will be contingent
upon execution and delivery by Xxxxx and LJP of a mutual
release, in form satisfactory to LJP, of all claims arising
in connection with Xxxxx'x employment with LJP and
termination thereof, and
(ii) Notwithstanding anything to the contrary in the option plan
pursuant to which the Option is granted (the "PLAN"), the
Option (or any successor option received by Xxxxx in
connection with the Change in Control) shall automatically
vest and become fully exercisable as of the date of
termination of Executive's employment (the TERMINATION
DATE"), notwithstanding any vesting or performance
conditions applicable thereto, and shall remain exercisable
for a period of one year following the Termination Date or
such longer period as is provided by the Plan or grant
pursuant to which the Option was granted. However,
notwithstanding the foregoing, in no case will the Option be
exercisable beyond the duration of the original term
thereof, and if the Option qualifies 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 Option 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.
For purposes hereof, "CHANGE IN CONTROL" of LJP has the meaning set forth
in the Plan in its form as the date of grant of the Option.
For purposes hereof, "CAUSE" means Xxxxx has (i) engaged in serious
criminal activity or other wrongful conduct that has an adverse impact on
LJP, (ii) disregarded instructions given to him under the authority of
LJP's Board of Directors, (iii) performed services for
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Xxxxx-Attachment A
April 10, 2001
Page 2
any person or entity other than LJP and appropriate civic organizations,
or (iv) otherwise materially breached his employment or fiduciary
responsibilities to LJP.
For purposes hereof, Xxxxx'x employment with LJP or its successor will
be deemed to "TERMINATE IN CONNECTION WITH" a Change in Control if,
within 180 days after the consummation of the Change of Control, (i)
Xxxxx is removed from Xxxxx'x employment by, or resigns his employment
upon the request of, a person exercising practical voting control over
LJP or its successor following the Change in Control or a person acting
upon authority or at the instruction of such person; or (ii) Xxxxx'x
position is eliminated as a result of a reduction in force made to
reduce over-capacity or unnecessary duplication of personnel and Xxxxx
is not offered a replacement position with LJP or its successor as a
Vice President with compensation and functional duties substantially
similar to the compensation and duties in effect immediately before the
Change in Control; or (iii) Xxxxx resigns his employment with the
Company or its successor rather than comply with a relocation of his
primary work site more than 50 miles from LJP's headquarters.
In Witness Whereof, LJP and Xxxxx have entered into this
agreement as of April 16, 2001.
LA JOLLA PHARMACEUTICAL COMPANY
By: /s/ XXXXXX X. XXXXX /s/ XXXXXXX X. XXXXX
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Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Chairman & CEO
