This excerpt taken from the TPTX 10-K filed Mar 27, 2009.
D. The Parties contemplate that Executive will be an employee of both the Parent and TPTX, and all amounts required to be paid to Executive pursuant to this Agreement will be paid by TPTX.
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:
1.1 Title. The Executive shall serve as the Parents 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 Companys Chief Executive Officer.
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.
1.3 Location. Except as otherwise specifically permitted by the Parents Board of Directors (the 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.
2.1 Loyalty. Except as otherwise specifically permitted by the Board, during the Executives employment with the Company, the 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.
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.
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 1st and March 15th of the calendar year following the year for which the bonus is earned.
3.3 Changes to Compensation. The Executives 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.
3.4 Employment Taxes. All of the Executives 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 Companys employees. In addition, the Executive shall be eligible for paid vacation, in accordance with Company policy as in effect from time to time.
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.
4.1 Termination By the Company. The Executives employment with the Company may be terminated under the following conditions:
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).
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.
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 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.
4.3 Termination by the Executive. The Executives employment by the Company shall be at will. The Executive shall have the right to resign or terminate the Executives employment at any time, with or without cause, notice or Good Reason.