EX-10.10: LETTER AGREEMENT
EX-10.10 16 y20474exv10w10.txt EX-10.10: LETTER AGREEMENT EXHIBIT 10.10 [AMICUS THERAPEUTICS LOGO] June 3, 2005 Dr. Pedro Huertas 283 Simon Willard Road Concord, MA 01742 Dear Pedro: On behalf of Amicus Therapeutics, Inc. (the "Company"), I am pleased to confirm our offer to you for the position of Chief Development Officer reporting to me. Your start date will be mutually agreed upon but no later then July 1, 2005. In consideration for all your services to be rendered to the Company your annual base salary will be $275,000, to be paid semi-monthly in accordance with the Company's payroll practices. Upon the completion of mutually agreed upon individual goals and objectives as well as the achievement of specific Company goals, you will be eligible to receive a bonus target of 25% of your base salary, minus customary deductions. Once you agree to join Amicus, payable with your first paycheck, you will receive a sign on bonus of $25,000 minus customary deductions. Subject to approval by the Board of Directors, you will receive an incentive stock option to purchase 724,101 shares of the Company's common stock. The option will become exercisable over a four-year period as follows: 25% on the first anniversary of the date of grant, and 75% in equal monthly increments thereafter. The exercise price of the option will be the fair market value of the Company's common stock on the date of grant. Shares issuable upon exercise of the option will be subject to certain transfer restrictions including the right of first refusal. Given that you currently reside over 50 miles from our location in Cranbury NJ, you will be eligible to be initially reimbursed for reasonable relocation expenses up to $25,000 to facilitate your move. If you are terminated without Cause, you will be eligible for a continuation of six (6) months salary, an additional six (6) months of option vesting, plus payment of a bonus payment equal to the bonus earned in the preceding year. "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.
Dr. Pedro Huertas June 3, 2005 Page #2 of 3 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 entitled 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 outstanding 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 sales or disposition of all or substantially all of the company's assets. "Good Reason" means (i) a change in your position with the company or its successor that materially reduces your title, duties or level of responsibility; or (ii) the relocation of the company or its successor greater than 50 miles away from the then current location of the company's principal offices. Your right to receive accelerated vesting and severance payments pursuant to the preceding three paragraphs shall be subject to the condition that you execute a full release and waiver of all claims against the company and related parties, in a form acceptable to the company. You will be eligible to participate in the Company's health benefits program and are eligible to participate in the Company's 401(k) as well as any other employee benefit plan(s) that are generally made available by the Company to its employees from time to time when and as the Company may make them available. In addition to the 12 days of paid holidays, you will be eligible for fifteen (15) days paid vacation. Because the Company expects to regularly review its benefit programs to keep them up to date and competitive, these programs are subject to periodic adjustments so that certain features may be added, modified or deleted over time. There is a two (2) year term on this agreement that will automatically renew unless either party provides a thirty (30) day notice of termination. We also require that prior to the commencement of your employment you execute the Company's Confidentiality, Disclosure and Non-Competition Agreement. A copy of this agreement is attached. In accordance with the Immigration and Naturalization Control Act, all new employees must provide documentation that they have the legal right to work in the United States. A copy of Form I-9 and a list of the acceptable documents confirming your right to work in the United States are also attached for your convenience. Dr. Pedro Huertas June 3, 2005 Page #3 of 3 To indicate your acceptance of our offer, please sign one copy of this letter in the space indicated below and return it to the attention of Nicole Schaeffer, Sr. Director Human Resources & Leadership Development on or before June 17,2005. Acceptance of this offer constitutes your agreement with all of the above terms and conditions of employment with Amicus Therapeutics, Inc., and constitutes agreement to conform to Amicus Therapeutics, Inc. rules and procedures. 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. The formality of this letter not withstanding, I extend my personal best wishes and sincere pleasure that you are joining our team. I look forward to working with you. Sincerely, /s/ John F. Crowley - ------------------------ John F. Crowley Chairman & CEO I accept the offer of employment under the terms and conditions stated above. No other promises, express or implied, have been made to me either verbally or in writing. BY: /s/ Pedro Huertas Date: 10 June 2005 -------------------------- Pedro Huertas
