LA JOLLA PHARMACEUTICAL COMPANY
EXHIBIT 10.44
ATTACHMENT A
As a supplement to the letter agreement dated December 28, 2001 between
La Jolla Pharmaceutical Company ("LJP") and Bruce K. Bennett, Jr. ("BENNETT")
related to Bennett's employment by LJP, Bennett and LJP hereby agree as follows:
In connection with Bennett's employment with LJP, LJP's management will
recommend to LJP's Board of Directors that LJP grant to Bennett an option to
purchase up to 40,000 shares of common stock of LJP. Such option, if granted,
shall be the "OPTION" for purposes hereof.
If Bennett's employment is terminated by LJP without cause (as defined
below), or if a Change in Control of LJP (as defined below) occurs and Bennett's
employment with LJP or its successor "terminates in connection with" (as defined
below) that Change in Control and in the absence of any event or circumstance
constituting Cause, then:
(i) Bennett will be entitled to receive from LJP a severance
payment equal to his then-current base salary for a
period of six full calendar months from the date of
termination and an additional three full calendar months
if and when after the first six months he has not found
suitable employment, payable consistent with LJP's
normal payroll practices, provided that such payment
will be contingent upon execution and delivery by
Bennett and LJP of a mutual release, in form
satisfactory to LJP, of all claims arising in connection
with Bennett's employment with LJP and termination
thereof, and
(ii) Bennett will be entitled to receive for a period of six
full calendar months from the date of termination and an
additional three full calendar months if and when after
the first six months he has not found suitable
employment, medical and dental benefits coverage for
Bennett and/or his dependents through the Company's
available plans at the time and LJP will be responsible
to continue payment of all applicable deductions for
premium costs. After the Company's obligation to pay the
premiums for health and dental coverage Bennett and/or
his dependents will be eligible to continue plan
participation under COBRA.
(iii) Notwithstanding anything to the contrary in the option
plan (the "PLAN") pursuant to which all of Bennett's
existing options were granted, the Options shall
automatically vest and become fully exercisable as of
the date of termination of Executive's employment (the
"TERMINATION DATE"), notwithstanding any vesting or
performance conditions applicable thereto, and shall
remain exercisable for a period of one year following
the Termination Date or such longer period as is
provided by the Plan or grant pursuant to which the
Options were granted. However, notwithstanding the
foregoing, in no case will the Options be exercisable
beyond the duration of the original term thereof, and if
the Options qualify as an incentive stock option under
the Internal Revenue Code and applicable regulations
thereunder, the exercise period thereof shall not be
extended in such a manner as to cause the Options to
cease to qualify as an incentive stock option unless
Executive elects to forego incentive stock option
treatment and extend the exercise period thereof as
provided herein.
For purposes hereof, "CHANGE IN CONTROL" of LJP has the meaning set
forth in the Plan in its form as the date of grant of the Options.
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For purposes hereof, "CAUSE" means Bennett has (i) engaged in serious
criminal activity or other wrongful conduct that has an adverse impact
on LJP, (ii) disregarded instructions given to him under the authority
of LJP's Board of Directors, (iii) performed services for any person or
entity other than LJP and appropriate civic organizations, or (iv)
otherwise materially breached his employment or fiduciary
responsibilities to LJP.
For purposes hereof, Bennett's employment with LJP or its successor will
be deemed to "TERMINATE IN CONNECTION WITH" a Change in Control if,
within 180 days after the consummation of the Change of Control, (i)
Bennett is removed from Bennett's employment by, or resigns his
employment upon the request of, a person exercising practical voting
control over LJP or its successor following the Change in Control or a
person acting upon authority or at the instruction of such person; or
(ii) Bennett's position is eliminated as a result of a reduction in
force made to reduce over-capacity or unnecessary duplication of
personnel and Bennett is not offered a replacement position with LJP or
its successor as a Vice President with compensation and functional
duties substantially similar to the compensation and duties in effect
immediately before the Change in Control; or (iii) Bennett resigns his
employment with the Company or its successor rather than comply with a
relocation of his primary work site more than 50 miles from LJP's
headquarters.
In Witness Whereof, LJP and Bennett have entered into this
agreement as of January 11, 2002.
La Jolla Pharmaceutical Company
By: /s/ Steven B. Engle /s/ Bruce K. Bennett, Jr.
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Steven B. Engle Bruce K. Bennett, Jr.
Chairman & CEO Vice President of Manufacturing
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