emphasis mine......
EXHIBIT 10.30
Variagenics, Inc.
60 Hampshire St.
Cambridge, MA 02139
EXECUTIVE RETENTION AGREEMENT
CONFIDENTIAL
February 13, 2002
Taylor Jackson Crouch
83 Belcher Drive
Sudbury, MA 01776
Dear Taylor:
This letter agreement (the "Amended and Restated Retention
Agreement") shall confirm our agreement with respect to additional
compensation you will receive in connection with your continued service as
the President and Chief Executive Officer of Variagenics, Inc. (the
"Company") during the [________________________] period which commenced on
October 11, 2001 and terminates on [________________] (the "Retention
Period") and amend and restate the Retention Agreement that was executed on
or about November 15, 2001 (the "November 15 Retention Agreement"). To the
extent the Amended and Restated Retention Agreement augments or differs from
the terms of your Employment Agreement dated March 18, 1999 (the "Employment
Agreement"), any of your Stock Option Agreements dated September 22, 1999,
February 11, 2000 or January 3, 2001 (collectively, the "Option Agreements")
or the November 15 Retention Agreement, those agreements are hereby amended
to such extent. The parties hereto acknowledge and agree that the November 15
Retention Agreement shall become null and void upon the execution of this
Amended and Restated Retention Agreement.
In addition to the existing terms and conditions of your Employment
Agreement and Option Agreements, this Amended and Restated Retention
Agreement confirms that if you resign your employment at any time during the
Retention Period, so long as you provide a minimum of two (2) weeks advance
notice in writing, such resignation shall be treated as a resignation for
Good Reason, pursuant to the Employment Agreement, and any cash payments due
pursuant to Section 4(b)(i) of the Employment Agreement shall be paid in a
lump sum upon the termination of your employment with the Company. In
addition, because of the crucial role you have agreed to take on with respect
to certain critical objectives during the Retention Period, you shall receive
the compensation and benefits noted below, subject to the following
conditions:
CASH BONUSES
Apart from continuing to be paid at the rate of $13,541.67 per
semi-monthly pay period as long as you remain employed by the Company, you
will be eligible to receive a total cash
--------------------
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934.
<Page>
bonus of up $162,500 (the "Bonus Potential") if you attain the
following objectives during the Retention Period:
(a) STRATEGIC RELATIONSHIPS--If a letter of intent is executed with
respect to a collaborative transaction with a pharmaceutical or biotech
company or a collaborative relationship with a research institution on
a high-profile clinical study [_______________________________________
________________________________________________________], you shall
receive a payment equal to one-sixth of the total Bonus Potential
within thirty (30) days following execution of such letter of intent.
If a second such letter of intent is executed, you shall receive an
additional payment equal to one-sixth of the total Bonus Potential
within thirty (30) days following execution of such letter of intent;
(b) [________________________]--[____________________________________
_____________________], you shall receive a payment equal to one
third of the total Bonus Potential within thirty (30) days following
execution of such letter of intent; and
(c) BUDGET--If you present to the Board of Directors a reasonably
detailed written budget that demonstrably will [____________________
_______________________] and confer with the Board of Directors
regarding the same in the context of a Board Meeting, you shall
receive a payment equal to one third of the total Bonus Potential
within thirty (30) days following such Board Meeting.
Any cash payments shall be subject to customary federal, state and
local withholdings, and any Bonus Potential amounts actually earned during
the Retention Period that remain unpaid upon the expiration of the Retention
Period shall remain due and payable in accordance with the terms of preceding
paragraphs (a) - (c) in this Cash Bonuses section.
STOCK OPTIONS
(a) EXISTING STOCK OPTIONS--Any stock options that were granted
pursuant to the Option Agreements that have not vested as of the date
of such resignation or termination shall vest and become exercisable
upon the earlier of (i) [___________] or (ii) the date on which you
resign your employment or the Company terminates your employment. To
the extent permitted by law, such options shall remain exercisable for
a period of one hundred eighty (180) days commencing on your final
date of employment with the Company (so long as such exercise period
does not exceed the expiration date of the particular options, as
stated in the stock option agreement subject to which particular
options were granted).
(b) RETENTION STOCK OPTIONS--The Board of Directors, or their
duly-authorized designees, shall grant you 175,500 stock options with
an exercise price of $2.26 per share, subject to the terms of the
Amended 1997 Employee, Director and Consultant Stock Option Plan and a
stock option agreement on the form most recently approved by the Board
of Directors, as qualified by this paragraph (the "Retention Options").
If you are still employed by the Company on March 31, 2002 or your
employment has been
--------------------
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934.
2
<Page>
terminated at the directive of the Board of Directors prior thereto,
87,750 of such stock options shall vest and become exercisable as of
that date. The remaining 87,500 shall vest and become exercisable as
follows, assuming you remain employed by the Company on each vesting
date: (i) 21,938 on April 30, 2002; (ii) 21,938 on May 31, 2002;
(iii) 21,937 on June 30, 2002; and (iv) 21,937 on July 10, 2002. To
the extent permitted by law, any such stock options shall remain
exercisable for a period of one hundred eighty (180) days commencing
on your final date of employment with the Company (so long as such
exercise period does not exceed the expiration date of such options,
as stated in the stock option agreement subject to which such options
may be granted).
(c) PERFORMANCE STOCK OPTIONS--If, at a time when you are still
employed by the Company during the Retention Period, the Company (i)
[_____________________]or (ii) [_______________________________] or
[________________________________], the Board of Directors, or their
duly-authorized designees, shall grant you 115,500 stock options with
an exercise price of $2.26 per share, subject to the terms of the
Amended 1997 Employee, Director and Consultant Stock Option Plan and a
stock option agreement on the form most recently approved by the Board
of Directors, as qualified by this paragraph. All such performance
stock options shall vest and become exercisable upon the grant date.
To the extent permitted by law, any such stock options shall remain
exercisable for a period of one hundred eighty (180) days commencing
on your final date of employment with the Company (so long as such
exercise period does not exceed the expiration date of such options,
as stated in the stock option agreement subject to which such options
may be granted).
For the purpose of determining the period for which the any of
the aforementioned options may be exercised, the expiration date of
such options shall be deemed to be the expiration date set forth in the
relevant agreement governing such options but disregarding the
provisions for early termination of the options for any reason other
than termination for "cause" as defined in such option agreement. In
addition, the one hundred eighty (180) day period commencing on your
final date of employment with the Company shall supersede any provision
in the relevant agreement governing such options setting forth an
exercise period for the options of less than one hundred eighty (180)
days after your final date of employment with the Company.
Pursuant to the terms of the Amended 1997 Employee, Director
and Consultant Stock Option Plan, you will be permitted to exercise the
options noted above by using a cashless exercise program.
All shares of the Company's stock owned by you shall be subject to any
restrictions imposed by law, and, [___________________________________________
______________________________________________________________]
--------------------
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934.
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<Page>
NON-COMPETITION
You hereby agree that the companies set forth on SCHEDULE A to this
Amended and Restated Retention Agreement, together with their respective
affiliates, successors and related entities, shall be the only entities to be
considered a Competing Business for purposes of Section 5 of the Employment
Agreement.
EXPENSES
The Company shall reimburse you for up to $5,000 in legal fees
relating to the negotiation of the November 15 Retention Agreement, within
thirty (30) days following presentation of appropriate invoices to Martin
Vogelbaum.
RELEASE AND WAIVER OF CLAIMS
Your receipt of any cash, stock options or expense reimbursements
pursuant to the terms of the Amended and Restated Retention Agreement is
conditioned on your execution of a full and complete release and waiver of
claims with respect to the Company, its directors, officers and shareholders
(and its and their successors and assigns) in a form satisfactory to (and
provided by) the Company upon the earlier of (i) [_______________] or (ii)
the date of the termination of your employment with the Company for any
reason. A current example of a full and complete release is attached hereto
as Exhibit A for your review. Failure to execute and return such release and
waiver of claims to the Company within twenty-one (21) days of receipt, shall
subject any stock options granted hereunder to forfeiture and shall require
you to repay any cash payments provided hereunder upon the expiration of such
twenty-one (21) day period.
DISPUTE RESOLUTION
To the extent that any disputes regarding this Amended and Restated
Retention Agreement may arise, they shall be resolved in accordance with the
terms of Section 10 of the Employment Agreement.
We hope that you appreciate the unique nature of this arrangement
and we are pleased to recognize the important role we anticipate you will
play during the Retention Period. In order to accept this offer, you must
execute this letter where provided below and return it to Martin Vogelbaum,
by no later than February __, 2002.
VARIAGENICS, INC.
By: /s/ Martin A. Vogelbaum
--------------------------------
Martin A. Vogelbaum
Director
ACCEPTED AND AGREED:
By: /s/ Taylor J. Crouch
---------------------------
Date: 2/13/02 |
