Retention Bonus Letter Agreement between Novacea, Inc. and Edward F. Schnipper
Novacea, Inc. agrees to pay Dr. Edward F. Schnipper a retention bonus equal to six months of his base salary if he remains employed through the completion of a company transaction, such as a merger, acquisition, in-licensing, or liquidation. If Dr. Schnipper is terminated without cause after a definitive agreement for such a transaction is signed but before its completion, he will still receive the bonus within 30 days of termination. The agreement is effective upon Dr. Schnipper's acknowledgment and signature.
Exhibit 10.2
May 19, 2008
Edward F. Schnipper, M.D.
[Address]
| Re: | Retention Bonus |
Dear Ed:
Novacea, Inc. (the “Company”) agrees to make a retention payment to you (a “Retention Bonus”) in an amount equal to 6 months of your base salary. The payment of your Retention Bonus will be made upon the completion of a Transaction by the Company, subject to your continued employment by the Company through that date. A Transaction is defined as a transaction that has the effect of the Company becoming reengaged in operating activities (either through a merger, acquisition or the in-licensing of a new compound, and/or the reintroducing of Asentar or AQ4N into active clinical development) or the Company being liquidated. In addition, if you are terminated by the Company without cause prior to a Transaction but on or after the date the Company enters into a definitive agreement that contemplates a merger, acquisition or liquidation, the Company agrees to pay to you the Retention Bonus within 30 days of your termination.
Thank you for all of your contributions to Novacea.
| Best regards, |
| /s/ John P. Walker |
| John P. Walker |
| Chief Executive Officer |
| Novacea, Inc. |
By signing below, I acknowledge receipt of this letter and agree to its terms and conditions.
| /s/ Edward F. Schnipper | 5/20/08 | |||
| Edward F. Schnipper | Date | |||
