Letter Agreement Regarding Forgiveness of Promissory Note and Repurchase Rights between Infinity Pharmaceuticals, Inc. and Adelene Q. Perkins
Infinity Pharmaceuticals, Inc. and Adelene Q. Perkins agree that the company will forgive the full amount owed by Perkins under a promissory note related to her purchase of company stock. In exchange, 14,750 of her vested shares will become unvested and subject to a company repurchase right for 24 months, following the original vesting schedule. Perkins must pay applicable withholding taxes for the forgiven debt before the forgiveness is effective. This agreement modifies the terms of the original stock purchase and loan arrangement between the parties.
Exhibit 10.14
Infinity
Pharmaceuticals
Effective as of March 31, 2006
Adelene Q. Perkins
83 Lincoln Road
Wayland, MA 01778
Dear Adelene:
Reference is hereby made to that certain Restricted Stock Agreement (the “Stock Restriction Agreement”) dated March 19, 2002 between Infinity Pharmaceuticals, Inc. (the “Company”) and you, pursuant to which the Company issued and sold to you an aggregate of 450,000 shares (the “Shares”) of common stock, $.0001 par value per share (the “Common Stock”), of the Company. As of April 1, 2006, all 450,000 Shares (the “Vested Shares”) had vested and were no longer subject to the Purchase Option (as defined in the Stock Restriction Agreement).
The aggregate purchase price for the Shares was paid by you by delivery of that certain Secured Promissory Note and Pledge Agreement dated as of March 19, 2002 in the principal amount of $67,500 (the “Promissory Note”), except that the aggregate par value of the Shares was paid by you by check. As of March 31, 2006, you owe the Company an aggregate of $81,153.91, representing the entire principal amount and accrued interest due under the Promissory Note.
By signing below, (a) the Company hereby agrees to forgive, as of the date hereof, the entire principal amount and accrued interest owed by you to the Company pursuant to the Promissory Note and (b) in exchange therefor, you agree that, as of April 1, 2006, (i) 14,750 of the Vested Shares (the “Forgiveness Shares”), which were issued to you pursuant to the Stock Restriction Agreement, shall be subject to a right of repurchase in favor of the Company for a period of twenty-four months following April 1, 2006 and (ii) in furtherance of the foregoing, such Forgiveness Shares shall become Unvested Shares (as defined in the Stock Restriction Agreement) as of April 1, 2006, and shall be subject to all of the terms and conditions applicable to Unvested Shares, including the Purchase Option and vesting schedule (vesting in the same manner as Unvested Shares vest after January 1, 2003), set forth in the Stock Restriction Agreement.
By signing below, you also acknowledge that the forgiveness of the principal and interest on the Promissory Note will constitute compensation income to you and will be subject to federal, state and local withholding taxes. The forgiveness will not be effective unless and until you provide the Company with cash equal to the withholding taxes payable, or you make other provisions satisfactory to the Company for the payment of the withholding taxes payable.
| INFINITY PHARMACEUTICALS, INC. | ||
| By: | /s/ Thomas J. Burke | |
| Name: | Thomas J. Burke | |
| Title: | Controller | |
| Agreed and acknowledged as of the date first written above. |
| /s/ Adelene Q. Perkins |
| Adelene Q. Perkins |
Infinity Pharmaceuticals, Inc. 780 Memorial Drive Cambridge, MA 02139
tel: 617 ###-###-#### fax: 617 ###-###-#### www.ipi.com
