EX-10.1
from 8-K
9 pages
Effective Immediately Prior to the Closing of the Merger (As Such Term Is Defined in That Certain Agreement and Plan of Merger, Dated as of January 27, 2009, by and Among Nitromed, Inc. (“Nitromed”), Ntmd Parent Acquisition Corp., Ntmd Acquisition Corp., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations Fund International Limited), Unless You Are Earlier Terminated for Cause, You Will Be Terminated Without Cause as Nitromed’s President, Chief Executive Officer and Interim Chief Financial Officer. This Agreement (The “Agreement”) Sets Forth the Terms Pursuant to Which You Will Be Terminated Without Cause Immediately Prior to Closing of Such Merger; the Time of Such Closing Is Referred to Herein as the “Effective Time” and the Date of Such Closing Is Referred to Herein as the “Effective Date.”
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EX-10.2
from 8-K
4 pages
(A) the Assignment to the Employee of Duties Which Result in a Material Diminution of the Employee’s Position (Including Status, Offices, Titles and Reporting Obligations), Authority or Responsibilities in Effect Immediately Prior to the Earliest to Occur of (I) the Change in Control Date, (II) the Date of the Execution by the Company of the Initial Written Agreement or Instrument Providing for the Change in Control or (III) the Date of the Adoption by the Board of Directors of a Resolution Providing for the Change in Control (With the Earliest to Occur of Such Dates Referred to Herein as the “Measurement Date”); (B) a Material Reduction in the Employee’s Annual Base Salary as in Effect on the Measurement Date or as the Same Was or May Be Increased Thereafter From Time to Time; (C) a Material Change in the Location at Which the Employee Performs His Principal Duties for the Company, Provided That Such New Location Is More Than 50 Miles From the Location at Which the Employee Performed His Principal Duties for the Company Immediately Prior to the Measurement Date; or (D) Any Material Breach by the Company of This Agreement With the Employee
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