Resignation and Severance Agreement between Kurt Hartman and Optimer Pharmaceuticals, Inc.
Kurt Hartman resigns as General Counsel, Chief Compliance Officer, Senior Vice President, and Secretary of Optimer Pharmaceuticals, Inc., effective upon the Board's acceptance. The company agrees to treat his resignation as a termination without cause, entitling him to a lump-sum severance payment under the company's severance plan. Hartman agrees to repay these amounts if a court later determines he engaged in conduct that would disqualify him from indemnification under the company's by-laws. The agreement is accepted by Optimer Pharmaceuticals, Inc. through its Compensation and Governance/Nominating Committee Chairman.
Exhibit 10.2
February 26, 2013
Board of Directors of Optimer Pharmaceuticals, Inc.,
101 Hudson Street, Suite 3501,
Jersey City, NJ 07302.
Members of the Board,
I defer to your decision to appoint Meredith Schaum as General Counsel and, subject to your acceptance, resign as General Counsel, Chief Compliance Officer, Senior Vice President and Secretary of Optimer Pharmaceuticals, Inc.
This letter confirms the understanding that my resignation will be treated for purposes of my employment arrangements with Optimer as a termination without cause and your agreement that you will pay amounts due me under the severance plan in a lump sum. In addition, I recognize that events occurring during my tenure at Optimer are under heightened scrutiny. I therefore confirm that I will repay any amounts and benefits I receive as a result of such treatment of my resignation in the event that it is finally determined by a court that I engaged in any act for which I would not be entitled to indemnification under Section 8.1 of Optimer’s by-laws.
|
| Very truly yours, |
|
|
|
|
|
|
|
| /s/ Kurt Hartman |
|
| Kurt Hartman |
Accepted and Agreed:
Optimer Pharmaceuticals, Inc.
| By: | /s/ Anthony E. Altig |
|
| Anthony E. Altig |
| |
| Chairman, Compensation and Governance/ |
| |
| Nominating Committee |
| |
