TPTX » Topics » A GREEMENT

This excerpt taken from the TPTX 10-K filed Mar 27, 2009.

AGREEMENT

STYLE="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.EMPLOYMENT.

1.1
Title
. The Executive shall serve as the Parent’s Chief Financial Officer and Vice President, Finance and shall serve in such other capacities as the Company may from time to time prescribe. The Executive shall report solely and directly to
the Company’s Chief Executive Officer.

 


1.








1.2 Duties. The Executive shall perform all services and actions necessary
or advisable to conduct the business of the Company and which are normally associated with the position(s) the Executive holds in a corporation of the size and nature of the Company.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">1.3 Location. Except as otherwise specifically permitted by the Parent’s Board of Directors (the
“Board”), the Executive shall perform the services required pursuant to this Agreement at the Company’s 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 Company’s business.

 






 2.LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">2.1 Loyalty. Except as otherwise specifically permitted by the Board, during the Executive’s employment with the Company, the
Executive shall devote the Executive’s full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive’s 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.

 






 3.COMPENSATION OF THE EXECUTIVE.
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">3.1 Base Salary. Effective September 1, 2008, the Company shall pay the Executive a base salary of Two Hundred Eighty Two
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 Executive’s 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 Executive’s and the Company’s 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 Executive’s annual base salary (the “Target Bonus
Amount”
). For 2008, the Executive’s Target Bonus Amount shall be thirty-five percent (35%) of the Executive’s annual base salary. Annual performance bonus pay will vary according to the Executive’s and the
Company’s 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 1
SIZE="1">st and March 15th of the calendar year following the year for which the bonus
is earned.

3.3 Changes to Compensation. The Executive’s compensation shall be reviewed from time to time by the
Board or the Compensation Committee thereof as it deems appropriate and may be increased at any time by the Board or the Compensation Committee thereof or may be reduced only upon mutual written agreement between the Executive and the Board or the
Compensation Committee thereof.

 


2.








3.4 Employment Taxes. All of the Executive’s compensation (in any form) shall
be subject to all required withholding taxes, employment taxes and other deductions required by law.

3.5 Benefits.
The Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any benefit plan or arrangement which may be in effect from time to time and made available to the
Company’s employees. In addition, the Executive shall be eligible for paid vacation, in accordance with Company policy as in effect from time to time.

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
compensation in general.

 






 4.TERMINATION.

4.1
Termination By the Company
. The Executive’s employment with the Company may be terminated under the following conditions:

SIZE="2">4.1.1 Termination for Death or Disability. The Executive’s employment with the Company shall terminate effective upon the date of the Executive’s 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 Executive’s 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 Executive’s employment by the Company shall be “at
will.” The Company may terminate the Executive’s 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 Executive’s duties, title, compensation and benefits may change, the “at will” nature of the Executive’s 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 Executive’s
employment pursuant to this Agreement may be terminated at any time upon the mutual written agreement of the Parties. Any such termination of employment shall have the consequences specified in such writing.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">4.3 Termination by the Executive. The Executive’s employment by the Company shall be “at will.” The Executive shall
have the right to resign or terminate the Executive’s employment at any time, with or without cause, notice or Good Reason.

 


3.








These excerpts taken from the TPTX 8-K filed Jun 12, 2006.

AGREEMENT

 

The parties to this Agreement, intending to be legally bound, agree as follows:

1.

CERTAIN DEFINITIONS

For purposes of this Agreement:

AGREEMENT

 

The parties to this Agreement, intending to be legally bound, agree as follows:

1.

CERTAIN DEFINITIONS

For purposes of this Agreement:

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