EXHIBIT 10.53
February 23, 2004
Gail Sloan
6455 Nancy Ridge Drive
San Diego, CA 92121
Re: Severance Agreement
Dear Gail,
As a supplement to the offer letter and agreement dated March 20, 1996
between La Jolla Pharmaceutical Company ("LJP") and Gail Sloan ("Sloan") related
to Sloan's employment by LJP, Sloan and LJP hereby agree as follows:
In connection with her employment with LJP, Sloan's new title will be Vice
President of Finance and Controller.
If Sloan's employment is terminated by LJP without cause (as defined
below), or if a Change in Control of LJP (as defined below) occurs and Sloan'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) Sloan 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
Sloan and LJP of a mutual release, in form satisfactory to
LJP, of all claims arising in connection with Sloan's
employment with LJP and termination thereof, and
(ii) Sloan 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 Sloan 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 Sloan
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 Sloan'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 Sloan 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, Sloan'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) Sloan is removed from Sloan's employment by, or resigns her
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) Sloan's position is eliminated as a result of a reduction in
force made to reduce over-capacity or unnecessary duplication of
personnel and Sloan 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) Sloan 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 Sloan have entered into this agreement
as of ___April 23________ 2004.
LA JOLLA PHARMACEUTICAL COMPANY
By: /s/ Steven B. Engle /s/ Gail A. Sloan
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Steven B. Engle Gail Sloan
Chairman & CEO Vice President of Finance
and Controller