EXHIBIT 10.45
ATTACHMENT A
As a supplement to the letter agreement dated April 24, 2002 between La
Jolla Pharmaceutical Company ("LJP") and Kenneth R. Heilbrunn, M.D.
("HEILBRUNN") related to Heilbrunn's employment by LJP, Heilbrunn and LJP hereby
agree as follows:
In connection with Heilbrunn's employment with LJP, LJP's management
will recommend to LJP's Board of Directors that LJP grant to Heilbrunn an option
to purchase up to 90,000 shares of common stock of LJP. Such option, if granted,
shall be the "OPTION" for purposes hereof.
If Heilbrunn's employment is terminated by LJP without cause (as defined
below), or if a Change in Control of LJP (as defined below) occurs and
Heilbrunn'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) Heilbrunn 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 Heilbrunn and LJP of a
mutual release, in form satisfactory to LJP, of all claims
arising in connection with Heilbrunn's employment with LJP
and termination thereof, and
(ii) Heilbrunn 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 Heilbrunn 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 Heilbrunn 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 Heilbrunn'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.
For purposes hereof, "CAUSE" means Heilbrunn 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.
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For purposes hereof, Heilbrunn'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)
Heilbrunn is removed from Heilbrunn'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) Heilbrunn's position is eliminated as a result of a reduction in
force made to reduce over-capacity or unnecessary duplication of
personnel and Heilbrunn 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) Heilbrunn 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 Heilbrunn have entered into this
agreement as of May 8, 2002.
La Jolla Pharmaceutical Company
By: /s/ Steven B. Engle /s/ Kenneth R. Heilbrunn, M.D.
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Steven B. Engle Kenneth R. Heilbrunn, M.D.
Chairman & CEO Vice President of Clinical
Development
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