TPTX » Topics » Employment Agreement with Mr. Schneider

This excerpt taken from the TPTX DEF 14A filed Jun 19, 2009.

Employment Agreement with Mr. Schneider

We entered into an employment agreement with Mr. Schneider on February 1, 2007. We entered into an amended and restated employment agreement with Mr. Schneider on November 12, 2008 to comply with Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations issued thereunder. On February 3, 2009 we entered into an amendment to such amended and restated employment agreement extending the time of severance payments to twelve (12) months following a change in control. Mr. Schneider’s employment agreement provides for an initial annual base salary of not less than $217,700 and provides that he will be eligible to earn an annual bonus for 2008 in an amount up to 150% of his target bonus of 25% of his annual base salary, as determined by our Board.

Pursuant to the terms of Mr. Schneider’s employment agreement, in the event that Mr. Schneider’s employment is terminated without cause or is terminated (either by us without cause or by such executive with good reason) three months prior to or twelve (12) months after a change in control, Mr. Schneider resigns for good reason, Mr. Schneider will be entitled to continue to receive for twelve months following the date of his termination or resignation (a) his base salary and (b) an amount equal to one-twelfth of the greater of (i) the average of the three annual bonuses paid to Mr. Schneider by us prior to the date of termination or resignation, (ii) the last annual bonus paid to Mr. Schneider by us prior to the date of termination or resignation, or (iii) if the termination occurs within the first 12 months following November 12, 2008, 25% of his base salary, which payments will be without reduction by any amount of Mr. Schneider’s earnings from any other employment during the 12-month severance period. Additionally, under those circumstances, the vesting of each of Mr. Schneider’s equity awards will be treated as if Mr. Schneider had completed an additional 12 months of service immediately before the date on which his employment is terminated or he resigns. Mr. Schneider’s execution of a release in favor of the Company is a condition to the receipt of these severance benefits, and he has agreed to a non-solicitation obligation and to confidentiality and assignment of inventions obligations in connection with his employment agreement. The definition of change in control in Mr. Schneider’s employment agreement is the same as in Ms. Graham’s employment agreement.

The table below estimates amounts payable upon a separation as if the individuals were separated on December 31, 2008 using the closing share price of our common stock as of that day.

 

    Severance Payments            

Name

  Salary
During
Severance
Period
  Severance
Bonus
  Cobra
Payments
During
Severance
Period
  Total Value
of Severance
Payment
  Accrued But
Unused PTO
  Value of Options
Vesting Upon
Termination(1)
  Total Value
of Benefits
Due Upon
Termination

Evelyn A. Graham

  $ 350,000   $ 157,500   $ 20,926   $ 528,426     $ 33,652   $ —     $ 562,078

Craig A. Johnson

    282,000     69,200     21,210     372,410       27,114     —       399,524

Paul R. Schneider

    217,700     54,425     18,630     290,755       12,769     —       303,524

 

(1) The Value of Options Vesting Upon Termination is calculated by multiplying the total options vesting upon termination (as outlined in the respective Employment Agreements) by the difference between the exercise price of the option and the closing price of our common stock ($0.27) on December 31, 2008 as reported by Nasdaq.
These excerpts taken from the TPTX 10-K filed Mar 27, 2009.

Employment Agreement with Mr. Schneider

We entered into an employment agreement with Mr. Schneider on February 1, 2007. We entered into an amended and restated employment agreement with Mr. Schneider on November 12, 2008 to comply with Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations issued thereunder. On February 3, 2009 we entered into an amendment to such amended and restated employment agreement extending the time of severance payments to twelve (12) months following a change in control. Mr. Schneider’s employment agreement provides for an initial annual base salary of not less than $217,700 and provides that he will be eligible to earn an annual bonus for 2008 in an amount up to 150% of his target bonus of 25% of his annual base salary, as determined by our Board.

Pursuant to the terms of Mr. Schneider’s employment agreement, in the event that Mr. Schneider’s employment is terminated without cause or is terminated (either by us without cause or by such executive with good reason) three months prior to or twelve (12) months after a change in control, Mr. Schneider resigns for good reason, Mr. Schneider will be entitled to continue to receive for twelve months following the date of his termination or resignation (a) his base salary and (b) an amount equal to one-twelfth of the greater of (i) the average of the three annual bonuses paid to Mr. Schneider by us prior to the date of termination or resignation, (ii) the last annual bonus paid to Mr. Schneider by us prior to the date of termination or resignation, or (iii) if the termination occurs within the first 12 months following November 12, 2008, 25% of his base salary, which payments will be without reduction by any amount of Mr. Schneider’s earnings from any other employment during the 12-month severance period. Additionally, under those circumstances, the vesting of each of Mr. Schneider’s equity awards will be treated as if Mr. Schneider had completed an additional 12 months of service immediately before the date on which his employment is terminated or he resigns. Mr. Schneider’s execution of a release in favor of the Company is a condition to the receipt of these severance benefits, and he has agreed to a non-solicitation obligation and to confidentiality and assignment of inventions obligations in connection with his employment agreement. The definition of change in control in Mr. Schneider’s employment agreement is the same as in Ms. Graham’s employment agreement.

The table below estimates amounts payable upon a separation as if the individuals were separated on December 31, 2008 using the closing share price of our common stock as of that day.

 

    Severance Payments            

Name

  Salary
During
Severance
Period
  Severance
Bonus
  Cobra
Payments
During
Severance
Period
  Total Value
of Severance
Payment
  Accrued But
Unused PTO
  Value of Options
Vesting Upon
Termination(1)
  Total Value
of Benefits
Due Upon
Termination

Evelyn A. Graham

  $ 350,000   $ 157,500   $ 20,926   $ 528,426     $ 33,652   $ —     $ 562,078

Craig A. Johnson

    282,000     69,200     21,210     372,410       27,114     —       399,524

Paul R. Schneider

    217,700     54,425     18,630     290,755       12,769     —       303,524

 

(1) The Value of Options Vesting Upon Termination is calculated by multiplying the total options vesting upon termination (as outlined in the respective Employment Agreements) by the difference between the exercise price of the option and the closing price of our common stock ($0.27) on December 31, 2008 as reported by Nasdaq.

Employment Agreement with Mr. Schneider

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">We entered into an employment agreement with Mr. Schneider on February 1, 2007. We entered into an amended and restated employment agreement
with Mr. Schneider on November 12, 2008 to comply with Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations issued thereunder. On February 3, 2009 we entered into an amendment to such amended
and restated employment agreement extending the time of severance payments to twelve (12) months following a change in control. Mr. Schneider’s employment agreement provides for an initial annual base salary of not less than $217,700
and provides that he will be eligible to earn an annual bonus for 2008 in an amount up to 150% of his target bonus of 25% of his annual base salary, as determined by our Board.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Pursuant to the terms of Mr. Schneider’s employment agreement, in the event that Mr. Schneider’s employment is terminated without
cause or is terminated (either by us without cause or by such executive with good reason) three months prior to or twelve (12) months after a change in control, Mr. Schneider resigns for good reason, Mr. Schneider will be entitled to
continue to receive for twelve months following the date of his termination or resignation (a) his base salary and (b) an amount equal to one-twelfth of the greater of (i) the average of the three annual bonuses paid to
Mr. Schneider by us prior to the date of termination or resignation, (ii) the last annual bonus paid to Mr. Schneider by us prior to the date of termination or resignation, or (iii) if the termination occurs within the first 12
months following November 12, 2008, 25% of his base salary, which payments will be without reduction by any amount of Mr. Schneider’s earnings from any other employment during the 12-month severance period. Additionally, under those
circumstances, the vesting of each of Mr. Schneider’s equity awards will be treated as if Mr. Schneider had completed an additional 12 months of service immediately before the date on which his employment is terminated or he resigns.
Mr. Schneider’s execution of a release in favor of the Company is a condition to the receipt of these severance benefits, and he has agreed to a non-solicitation obligation and to confidentiality and assignment of inventions obligations in
connection with his employment agreement. The definition of change in control in Mr. Schneider’s employment agreement is the same as in Ms. Graham’s employment agreement.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The table below estimates amounts payable upon a separation as if the individuals were separated on December 31, 2008 using the closing share price
of our common stock as of that day.

 


































































































































  Severance Payments      

Name

 Salary
During
Severance
Period
 Severance
Bonus
 Cobra
Payments
During
Severance
Period
 Total Value
of Severance
Payment
 Accrued But
Unused PTO
 Value of Options
Vesting Upon
Termination(1)
 Total Value
of Benefits
Due Upon
Termination

Evelyn A. Graham

 $350,000 $157,500 $20,926 $528,426  $33,652 $—   $562,078

Craig A. Johnson

  282,000  69,200  21,210  372,410   27,114  —    399,524

Paul R. Schneider

  217,700  54,425  18,630  290,755   12,769  —    303,524

 





(1)The Value of Options Vesting Upon Termination is calculated by multiplying the total options vesting upon termination (as outlined in the respective Employment Agreements) by the
difference between the exercise price of the option and the closing price of our common stock ($0.27) on December 31, 2008 as reported by Nasdaq.

FACE="Times New Roman" SIZE="2">Director Compensation

Non-employee directors receive as compensation:

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

an annual retainer of $20,000 payable on the date of the annual meeting of the Company’s stockholders;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

an additional annual retainer of $20,000 for the Chairman of our Board payable on the date of the annual meeting of the Company’s stockholders;

 


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an annual $10,000 retainer for service as the Audit Committee chair payable on the date of the annual meeting of the Company’s stockholders;

 







  

an annual $10,000 retainer for service as the Compensation Committee chair payable on the date of the annual meeting of the Company’s stockholders;

 







  

an annual $3,000 retainer for service as the Corporate Governance and Nominating Committee chair payable on the date of the annual meeting of the Company’s
stockholders;

 







  

$1,500 per board meeting attended in person or telephonically; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

$1,000 per meeting of the Audit Committee, Compensation Committee or Corporate Governance and Nominating Committee attended in person or telephonically.

In addition to the cash compensation set forth above, on the date of each Annual meeting of stockholders each continuing
non-employee director will receive an annual stock option grant for 10,000 shares of our common stock which will fully vest on the one year anniversary of the grant date. Each non-employee director who first becomes a director of the Company will
receive an initial stock option grant for 20,000 shares which would vest over four years in equal monthly installments. Stock options granted to non-employee directors have an exercise price equal to the closing price of the Company’s common
stock on the date of grant as reported by Nasdaq. Each non-employee director was also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committee of the Board.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The following table sets forth summary information concerning compensation paid or accrued for services rendered to us in all capacities to the
non-employee members of our Board for the fiscal year ended December 31, 2008.

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