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LA JOLLA PHARMACEUTICAL COMPANY
EXHIBIT 10.43
February 9, 2001
Paul Jenn, Ph.D.
La Jolla Pharmaceutical Company
6455 Nancy Ridge Drive
San Diego, CA 92121
Re: Severance Agreement
Dear Paul,
As a supplement to the offer letter and agreement dated September 8,
1994 between La Jolla Pharmaceutical Company ("LJP") and Paul Jenn, Ph.D.
("Jenn") related to Jenn's employment by LJP, Jenn and LJP hereby agree as
follows:
In connection with his employment with LJP, Jenn's new title will be
Vice President of Operations.
If Jenn's employment is terminated by LJP without cause (as defined
below), or if a Change in Control of LJP (as defined below) occurs and Jenn'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) Jenn 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 Jenn and LJP of a mutual release, in form
satisfactory to LJP, of all claims arising in connection
with Jenn's employment with LJP and termination thereof, and
(ii) Jenn 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 Jenn and/or his
dependents through the Company's available plans at the time
and Jenn 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 Jenn 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 Jenn'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"),
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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 Jenn 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, Jenn'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) Jenn is
removed from Jenn'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) Jenn's position
is eliminated as a result of a reduction in force made to reduce
over-capacity or unnecessary duplication of personnel and Jenn 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) Jenn 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 Jenn have entered into this agreement
as of May 18, 2001.
LA JOLLA PHARMACEUTICAL COMPANY
By: /s/ STEVEN B. ENGLE /s/ PAUL JENN
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Steven B. Engle Paul Jenn, Ph.D.
Chairman & CEO Vice President of Operations