EXHIBIT 10.46
ATTACHMENT A
As a supplement to the letter agreement dated September 13, 2002 between
La Jolla Pharmaceutical Company ("LJP") and Karen Church ("CHURCH") related to
Church's employment by LJP, Church and LJP hereby agree as follows:
In connection with Church's employment with LJP, LJP's management will
recommend to LJP's Board of Directors that LJP grant to Church an option to
purchase up to 30,000 shares of common stock of LJP. Such option, if granted,
shall be the "OPTION" for purposes hereof.
If Church's employment is terminated by LJP without cause (as defined
below), or if a Change in Control of LJP (as defined below) occurs and Church'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) Church will be entitled to receive from LJP a severance payment
equal to her 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 she 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 Church and LJP
of a mutual release, in form satisfactory to LJP, of all claims
arising in connection with Church's employment with LJP and
termination thereof, and
(ii) Church 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 she has not found suitable employment, medical and dental
benefits coverage for Church and/or her 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 Church and/or her
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 Church'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 Church has (i) engaged in serious
criminal activity or other wrongful conduct that has an adverse impact
on LJP, (ii) disregarded instructions given to her 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 her employment or fiduciary
responsibilities to LJP.
For purposes hereof, Church'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)
Church is removed from Church's employment by, or resigns her
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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) Church's position is eliminated as a result of a reduction in force
made to reduce over-capacity or unnecessary duplication of personnel and
Church 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) Church resigns her
employment with the Company or its successor rather than comply with a
relocation of her primary work site more than 50 miles from LJP's
headquarters.
In Witness Whereof, LJP and Church have entered into this
agreement as of September 13, 2002.
La Jolla Pharmaceutical Company
By: /s/ Steven B. Engle /s/ Karen Church
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Steven B. Engle Karen Church
Chairman & CEO Vice President of Regulatory Affairs
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