TPTX » Topics » Employment Agreements

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

Employment Agreements

Pursuant to the employment agreements with Evelyn Graham, our Chief Executive Officer, Craig Johnson, our Vice President, Finance, and Chief Financial Officer and Paul Schneider, our Vice President and General Counsel (the “Executive Officers”), if their employment is terminated without “cause” (as defined in the agreements) or is terminated without “cause” (as defined in the change of control agreement) after a change of control or in the event of a voluntarily termination of their employment with the Company for “good reason” (as defined in the change of control agreement) after a change of control they are entitled to receive severance compensation in a lump-sum payment equal to one times their highest base salary in effect during their employment with the Company. In addition, pursuant to the Executive Officers’ current employment agreements, all of their unvested options to purchase Company securities shall automatically vest on the date of their termination of employment and their outstanding options shall remain exercisable for the shorter of 12 months following such termination and the original option term.

This excerpt taken from the TPTX 8-K filed Dec 20, 2006.

Employment Agreements

Chief Executive Officer.  On December 14, 2006, we entered into an employment agreement effective October 4, 2006 with our current Chief Executive Officer and President, Neil M. Kurtz, M.D.  This agreement is for an indefinite term and may be terminated by Dr. Kurtz or us at any time, with or without cause. Dr. Kurtz’s employment agreement provides for an initial annual base salary of not less than $400,000 and that he will be eligible to earn an annual bonus in an amount up to sixty percent (60%) of his annual base salary, as determined by our Board of Directors.

Pursuant to the terms of Dr. Kurtz’s employment agreement, in the event that Dr. Kurtz is terminated without cause or is terminated (either by us without cause or by Dr. Kurtz for good reason) three (3) months prior to or twelve (12) months after a change in control, Dr. Kurtz will be entitled to continue to receive for eighteen (18) months following the date of his termination or resignation (i) his base salary and (ii) an amount equal to one-twelfth (1/12th) of the greater of (a) the average of the three annual bonuses paid to Dr. Kurtz by us prior to the date of termination or resignation, (ii) the last annual bonus paid to Dr. Kurtz by us prior to the date of termination or resignation, or (iii) if the termination occurs within the first twelve (12) months following October 4, 2006, forty percent (40%) of his base salary. Additionally, under those circumstances, the vesting of each of Dr. Kurtz’s equity awards will be treated as if Dr. Kurtz had completed an additional eighteen (18) months of service immediately before the date on which his employment is terminated or he resigns.

Under the agreement, a change in control is deemed to have occurred under any of the following circumstances, subject to certain exceptions and limitations: (i) a person becomes the owner of fifty percent (50%) or more of our voting power; (ii) the composition of our Board of Directors changes over a period of twenty-four (24) consecutive months or less in a way that results in a majority of our Board of Directors (rounded up to the next whole number) ceasing, by reason of one or more proxy contests for the election of Board members, to be comprised of individuals who either (A) have been Board members continuously since the beginning of the period or (B) have been elected or nominated for election as Board members during the period by at least two-thirds of the Board members described in clause (A) who were still in office at the time the election or nomination was approved by the Board; (iii) (A) a merger or consolidation occurs in which we are not the surviving entity, or (B) any reverse merger occurs in which we are not the surviving entity, or (C) any merger involving one of our subsidiaries occurs in which we are a surviving entity, but in each case in which holders of our outstanding voting securities immediately prior to such transaction, as such, do not hold, immediately following such transaction, securities possessing fifty percent (50%) or more of the total combined voting power of the surviving entity’s outstanding securities (in the case of clause (A)) or our outstanding voting securities (in the case of clauses (B) and (C)); or (iv) all or substantially all of our assets are sold of transferred other than in connection with an internal reorganization or our complete liquidation (other than a liquidation of us into a wholly-owned subsidiary).

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A copy of Dr. Kurtz’s employment agreement is filed as Exhibit 10.1 to this Form 8-K, the contents of which are incorporated herein by reference.

Chief Operating Officer.  On December 14, 2006, we entered into an employment agreement effective October 4, 2006 with our current Chief Operating Officer, Evelyn Graham.  This agreement is for an indefinite term and may be terminated by Ms. Graham or us at any time, with or without cause.  Ms. Graham’s employment agreement provides for an initial annual base salary of not less than $260,000 and provides that she will be eligible to earn an annual bonus in an amount up to forty-five percent (45%) of her annual base salary, as determined by our Board of Directors.

Pursuant to the terms of Ms. Graham’s employment agreement, in the event that Ms. Graham is terminated without cause or is terminated (either by us without cause or by the officer for good reason) three (3) months prior to or twelve (12) months after a change in control, Ms. Graham will be entitled to continue to receive for nine (9) months following the date of her termination or resignation (i) her base salary and (ii) an amount equal to one-twelfth (1/12th) of the greater of (a) the average of the three annual bonuses paid to Ms. Graham by us prior to the date of termination or resignation, (ii) the last annual bonus paid to Ms. Graham by us prior to the date of termination or resignation, or (iii) if the termination occurs within the first twelve (12) months following October 4, 2006, thirty percent (30%) of her base salary. Additionally, under those circumstances, the vesting of each of Ms. Graham’s equity awards will be treated as if Ms. Graham had completed an additional twelve (12) months of service immediately before the date on which her employment is terminated or she resigns. The definition of change in control in Ms. Graham’s employment agreement is the same as in Dr. Kurtz’s employment agreement.

A copy of Ms. Graham’s employment agreement is filed as Exhibit 10.2 to this Form 8-K, the contents of which are incorporated herein by reference.

Chief Financial Officer and Vice President, Finance.  On December 14, 2006, we entered into an employment agreement effective October 4, 2006 with our current Chief Financial Officer and Vice President, Finance, Craig Johnson. This agreement is for an indefinite term and may be terminated by Mr. Johnson or us at any time, with or without cause.  Mr. Johnson’s employment agreement provides for an initial annual base salary of not less than $260,000 and provides that he will be eligible to earn an annual bonus in an amount up to forty-five percent (45%) of his annual base salary, as determined by our Board of Directors.

Pursuant to the terms of Mr. Johnson’s employment agreement, in the event that Mr. Johnson is terminated without cause or is terminated (either by us without cause or by the officer for good reason) three (3) months prior to or twelve (12) months after a change in control, Mr. Johnson will be entitled to continue to receive for nine (9) months following the date of his termination or resignation (i) his base salary and (ii) an amount equal to one-twelfth (1/12th) of the greater of (a) the average of the three annual bonuses paid to Mr. Johnson by us prior to the date of termination or resignation, (ii) the last annual bonus paid to Mr. Johnson by us prior to the date of termination or resignation, or (iii) if the termination occurs within the first twelve (12) months following October 4, 2006, thirty percent (30%) of his base salary. Additionally, under those circumstances, the vesting of each of Mr. Johnson’s equity awards

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will be treated as if Mr. Johnson had completed an additional twelve (12) months of service immediately before the date on which his employment is terminated or he resigns. The definition of change in control in Mr. Johnson’s employment agreement is the same as in Dr. Kurtz’s employment agreement.

A copy of Mr. Johnson’s employment agreement is filed as Exhibit 10.3 to this Form 8-K, the contents of which are incorporated herein by reference.

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