AMENDMENT TO EXECUTIVEEMPLOYMENT AGREEMENT
Exhibit 10.4
AMENDMENT
TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to the Executive Employment Agreement (this Amendment) by and between Heron Therapeutics, Inc. (the Company), and Paul Marshall (the Executive) is effective as of April 22, 2015.
WHEREAS, the Executive and the Company are parties to the Executive Employment Agreement dated as of November 1, 2013 (the Original Agreement); and
WHEREAS, the Executive and the Company desire to amend the Original Agreement as described in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants in this Amendment, the parties agree that the Original Agreement is amended as set forth below:
1. | Clause (iii) of Section 4.4.2 shall be amended and restated in its entirety to read as follows: |
(iii) reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Executive immediately prior to termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) or other applicable law for a period of up to 18 months from the date of termination
2. | Section 4.4.3 shall be amended and restated in its entirety to read as follows: |
4.4.3 Change in Control. If the Executives employment shall be terminated by the Company without Cause, or by the Executive for Good Reason within three months before or within 18 months following a Change in Control, the Executive shall receive the payments specified in Section 4.4.1, and, in addition, within ten days of the Executives delivery to the Company of a fully effective Release and Waiver in the form attached hereto as Exhibit A, within the applicable time period set forth therein, but in no event later than 45 days following termination of the Executives employment, the Executive shall receive the following: (i) a lump sum payment equal to the Executives annual base salary then in effect, less required deductions and withholdings; (ii) the greater of the Executives target performance bonus then in effect, less required deductions and withholdings, or the Executives performance bonus paid in the year preceding the year in which termination occurs, less required deductions and withholdings; (iii) accelerated vesting of 100% of any outstanding and unvested stock awards held by the Executive at such time (including both time-based and performance-based stock awards) and (iv) provided that the Executive timely elects continued coverage under COBRA, the COBRA benefit for a period of up to 12 months.
3. | Except as modified by this Amendment, the Original Agreement shall remain in full force and effect. |
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
Heron Therapeutics, Inc. |
By: /s/ Barry Quart |
Name: Barry Quart |
Title: CEO |
/s/ Paul Marshall |
Paul Marshall |