Executive Severance and Retention Agreement between Lee Bendekgey and ARCA biopharma, Inc.
This agreement is between Lee Bendekgey and ARCA biopharma, Inc. Following a merger and his resignation as General Counsel, Mr. Bendekgey agrees to serve as Chief Financial Officer and Treasurer until March 31, 2009, assisting with financial and governance matters. In return, he will receive a $50,000 retention bonus and severance benefits under the company's executive plan, with payments split between the end of the transition period and no later than September 30, 2009. The agreement confirms the timing and conditions for these payments.
Exhibit 10.1
January 27, 2009
Richard B. Brewer
President and Chief Executive Officer
ARCA biopharma, Inc.
8001 Arista Place, Suite 200
Broomfield, CO 80021
Re: | Executive Severance Benefit |
Dear Mr. Brewer:
Congratulations on the successful completion of the merger. As you are aware, consummation of the merger constitutes a Change in Control under the terms of the Nuvelo, Inc. Executive Change in Control and Severance Benefit Plan, as amended August 1, 2007 (the Plan). In connection with the merger, I have resigned from my position as General Counsel and Secretary of Nuvelo, Inc. (now known as ARCA biopharma, Inc., or the Company), but have agreed to remain as the Companys Chief Financial Officer and Treasurer for a transitional period ending March 31, 2009 (the Transition Period), during which time, I agree to assist with the preparation and filing of the Companys annual report on Form 10-K for the fiscal year ended December 31, 2008 and to assist management with planning, finance, financial reporting and other corporate governance matters (collectively, the Duties). Notwithstanding these Duties, my change in function constitutes a Constructive Termination pursuant to the terms of the Plan. As a result, I am now entitled to Change in Control Severance benefits under the Plan, but agree (a) to defer the effective date of the Constructive Termination and my rights to receive severance benefits under the Plan until the expiration of the Transition Period and (b) to perform the Duties summarized above during the Transition Period, in consideration of the Companys agreeing as follows:
1. Upon satisfactory completion of the Duties, at the end of the Transition Period, the Company shall pay me in lump sum a retention bonus of $50,000 (net of applicable withholdings).
2. Concurrently with the payment of the retention bonus, the Company shall pay me in lump sum an amount equal to 50% of the aggregate Base Severance Benefit and Bonus Severance Benefit that I am owed under the Plan (net of applicable withholdings). The Company shall pay me the balance of the Base Severance Benefit and Bonus Severance Benefit that I am owed under the Plan by no later than September 30, 2009 (net of applicable withholdings).
3. The Company shall pay all other benefits (net of applicable withholdings) to which I am owed under the Plan as if the effective date of the Constructive Termination is March 31, 2009.
Please acknowledge your agreement to the foregoing by countersigning in the space below. All the best.
Sincerely, |
/s/ Lee Bendekgey |
Lee Bendekgey |
Agreed to this 2nd day of February, 2009: | ||||||||
ARCA BIOPHARMA, INC. | ||||||||
By: | /s/ Christopher D. Ozeroff | |||||||
Name: Christopher D. Ozeroff | ||||||||
Title: Executive Vice President Business | ||||||||
Development and General Counsel |