EXHIBIT 10.13
[AMICUS THERAPEUTICS LOGO]
LETTER AGREEMENT
March 6, 2006
S. Nicole Schaeffer
12 Flintlock Drive
Warren, New Jersey 07059
Re: SEVERANCE AND CHANGE IN CONTROL AGREEMENTS
Dear Nicole:
On behalf of Amicus Therapeutics, Inc., (the "Company"), this shall serve to
confirm our agreement in the event Amicus terminates your employment without
cause or in the event of a Change in Control, Sale or Merger of the Company. By
accepting the terms of this Letter Agreement, you agree that the rights
identified in this Letter Agreement contain the complete understanding between
you and the Company related to Severance and change in Control payments. The
February 28, 2005 Offer of Employment Letter countersigned by you ("February
28, 2005 Offer Letter," attached hereto), shall otherwise remain in full force
and effect and is hereby confirmed and ratified.
SEVERANCE PAY
In the event that your employment is terminated by the Company, except for
"Cause" as defined below, you will be eligible for a continuation of six (6)
months salary at the rate in effect at the time of termination following such
termination ("Severance Pay"). "Cause" means for any of the following reasons
(i) willful or deliberate misconduct by you that materially damages the company;
(ii) misappropriation of company assets; (iii) conviction of, or a plea of
guilty or "no contest" to, a felony or (iv) any willful disobedience of the
lawful and unambiguous instructions of the CEO of the Company; provided that the
CEO has given you written notice of such disobedience or neglect and you have
failed to cure such disobedience or neglect within a period reasonable under the
circumstances. Payment of Severance by the Company will be subject to and
contingent
6 Cedar Brook Drive Cranbury, NJ 08512 T: 609-662-2000 F: 609-662-2001 www.amicustherapeutics.com
upon your signing a waiver of rights releasing the Company from any and all
further liability or responsibility.
CHANGE IN CONTROL
If there is a Change in Control Event and you resign for Good Reason or are
terminated without Cause within six months of such Change in Control Event, then
(i) you will be eligible to receive a continuation of twelve (12) months
salary, plus payment of a bonus payment equal to the bonus earned in the
preceding year and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.
"Change in Control Event" means any of the following: (i) any person or entity
(except for a current stockholder) becomes the beneficial owner of greater than
50% of the then out standing voting power of the company; (ii) a merger or
consolidation with another entity where the voting securities of the company
outstanding immediately before the transaction constitute less than a majority
of the voting power of the voting securities of the company or the surviving
entity outstanding immediately after the transaction or (iii) the sale or
disposition of all or substantially all of the company's assets. "Good Reason"
means (a) a change in your position with the company or its successors that
materially reduces your title, duties or level of responsibility; or (b) the
relocation of the company or its successor greater than 50 miles away from the
then current location of the company's principal officers.
Your right to receive accelerated vesting and salary continuation payments
pursuant to the preceding two paragraphs will be subject to and contingent upon
your signing a waiver of rights releasing the Company from any and all further
liability or responsibility.
EMPLOYMENT "AT-WILL"
It is Important that you understand that the Company does not guarantee
employment for any specific period of time. You will continue to be employed on
at "at-will" basis. This means that both the Company and you will have the right
to terminate your employment at any time, for any reason, with or without prior
notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company's right to terminate your
employment at any time, for any reason, with or without prior notice or cause.
The "at-will" relationship will apply to you throughout your employment and
cannot be changed except by an express individual written employment agreement
signed by you and the Chief Executive Officer of the Company.
It is understood and agreed that this Letter Agreement constitutes the full
agreement between you and the Company on the subjects of Severance and Change in
Control Payments. To indicate your acceptance of the terms and conditions set
forth herein, please sign one copy of this Letter Agreement in the space
indicated below and return it to my attention on or before March 13, 2006. By
signing below, you agree that no other promises, express or implied, have been
made to you either verbally or in writing and that
no further modifications to these terms and conditions will be effective except
by a written agreement signed by the Chief Executive Officer of the Company and
you and as authorized by the Company's Board of Directors.
Very truly yours,
/s/ John F. Crowley
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John F. Crowley
Chairman and Chief Executive Officer
ACCEPTED AND AGREED:
By: /s/ S. Nicole Schaeffer Date: 3-9-06
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S. Nicole Schaeffer