This excerpt taken from the TPTX 10-K filed Mar 27, 2009.
AGREEMENTSTYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the
Parties, intending to be legally bound, agree as follows:
1.2 Duties. The Executive shall perform all services and actions necessary
Board), the Executive shall perform the services required pursuant to this Agreement at the Companys offices located in San Diego, California; provided, however, that the Company may require the Executive to travel
temporarily to other locations in connection with the Companys business.
Executive shall devote the Executives full business energies, interest, abilities and productive time to the proper and efficient performance of the Executives duties under this Agreement; provided, however, that Executive may
devote a reasonable amount of time and energies for personal investment and civic and charitable duties.
Thousand Two Hundred Dollars ($282,200) per year, payable in regular periodic payments in accordance with Company policy. Such base salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year. STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%;padding-bottom:3px;line-height:95%; vertical-align:top">3.2 Annual Incentive Bonus. In addition to the Executives base salary,
the Executive will be eligible to receive an annual performance bonus. The bonus amount Executive may receive¸ if any, shall be based upon the Executives and the Companys performance as measured against agreed-upon targets during
the previous year as evaluated by the Board in its sole and absolute discretion. The bonus amount payable for performance that meets the targets shall be a percentage of the Executives annual base salary (the Target Bonus
Amount). For 2008, the Executives Target Bonus Amount shall be thirty-five percent (35%) of the Executives annual base salary. Annual performance bonus pay will vary according to the Executives and the
Companys performance against the targets and will be capped at one hundred fifty percent (150%) of the Target Bonus Amount. In the event the Company and the Executive do not agree upon the performance targets, the Board shall establish
the applicable performance targets in its sole and absolute discretion. Subject to the conditions contained herein, the Company will pay any portion of any bonus earned hereunder between January 1SIZE="1">st and March 15th of the calendar year following the year for which the bonus
3.3 Changes to Compensation. The Executives compensation shall be reviewed from time to time by the
3.4 Employment Taxes. All of the Executives compensation (in any form) shall
FACE="Times New Roman" SIZE="2">3.6 Equity Compensation. The Compensation Committee of the Board will periodically evaluate the equity position of Executive and determine changes, if any, at its annual meeting addressing executive
SIZE="2">4.1.1 Termination for Death or Disability. The Executives employment with the Company shall terminate effective upon the date of the Executives death or Complete Disability (as defined below).STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">4.1.2 Termination by the Company For Cause. The Company may terminate the Executives employment under this Agreement for
Cause (as defined below). A notice of termination given pursuant to this Section 4.1.2 shall effect termination as of the date specified, or, in the event no such date is specified, on the date upon which the notice is given. STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%; text-indent:4%">4.1.3 Termination by the Company For Any Reason Other Than Cause. The Executives employment by the Company shall be at
will. The Company may terminate the Executives employment under this Agreement at any time, for any or no reason and with or without cause or advance notice. This is the full and complete agreement between the Executive and the Company
on this term. Although the Executives duties, title, compensation and benefits may change, the at will nature of the Executives employment relationship with the Company may only be modified in an express written agreement
signed by the Executive and the Board.
4.2 Termination by Mutual Agreement of the Parties. The Executives
have the right to resign or terminate the Executives employment at any time, with or without cause, notice or Good Reason.
These excerpts taken from the TPTX 8-K filed Jun 12, 2006.
For purposes of this Agreement:
For purposes of this Agreement: