Exhibit 10.14


EMPLOYMENT AGREEMENT


THIS AGREEMENT (the “Agreement”)
is entered into effective as of this 2nd day of January, 2006 (the “Effective Date”),
by and between Tapestry Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
and Donald Picker (“Executive”). Certain capitalized terms used in this
Agreement have the meaning set forth in Paragraph 16 of this Agreement.


RECITALS


WHEREAS, the Company
desires to secure the services of Executive as an employee of the Company, and
to provide for certain compensation and benefit arrangements for Executive in
the event of Executive’s termination of employment under certain circumstances,
and Executive is willing to enter into this Agreement and perform such
services.


TERMS AND CONDITIONS


In consideration of the
respective covenants and agreements of the parties contained in this Agreement,
the parties agree as follows:


1.             Employment Services.
The Company hereby agrees to engage Executive, and Executive hereby agrees to
perform services for the Company, on the terms and conditions set forth in this
Agreement. The Company and Executive agree that Executive will serve as an
executive officer of the Company in the position of President, and will have
responsibility over the Company’s drug development work, including authority
over the Company’s activities in chemistry, biology, pre-clinical and clinical
development and such other executive duties, responsibilities and authority as
Executive and the Company may agree upon from time to time (the “Employment Services.”)


2.             At-Will Employment.  It
is understood and agreed by the Company and Executive that this Agreement does
not contain any promise or representation concerning the duration of Executive’s
employment with the Company. Executive specifically acknowledges that his
employment with the Company is at-will and may be altered or terminated by
either Executive or the Company at any time, with or without cause and/or with
or without notice.  The nature, terms or
conditions of Executive’s employment with the Company cannot be changed by any
oral representation, custom, habit or practice, or any other writing.  In addition, that the rate of salary, any
bonuses, paid time off, other compensation, or vesting schedules are stated in
units of years or months or weeks does not alter the at-will nature of the
employment, and does not mean and should not be interpreted to mean that
Executive is guaranteed employment to the end of any period of time or for any
period of time. In the event of conflict between this disclaimer and any other
statement, oral or written, present or future, concerning terms and conditions
of employment, the at-will relationship confirmed by this disclaimer shall
control.  This at-will status cannot be
altered except in a writing signed by Executive and approved and recorded by
the Board of Directors of the Company (the “Board of Directors”) at a duly
constituted meeting of the Board of Directors.













 


3.             Performance.


(a)           Executive shall report to the Chief
Executive Officer (or person acting in a similar capacity if the Company has no
Chief Executive Officer), and Executive shall devote his best efforts and his
full business time and attention to the business of the Company and its
Subsidiaries; provided, however, that upon prior agreement by the Chief
Executive Officer, and subject to the terms of this Agreement, Executive may
engage in independent activities in areas unrelated to the Company’s business
or the Company’s actual or demonstrably anticipated business; and provided,
further, that no such independent activities shall materially detract from the
essentially full time commitment of Executive to the business and affairs of
the Company.  Subject to Tapestry’s Code
of Ethics, it is agreed and understood that Executive may serve or continue to
serve on the Board of Directors of two companies and in addition, Executive
may, for a period of four months, provide some assistance to his replacement at
his prior employer.  Executive shall
perform his duties and responsibilities to the best of his abilities in a
diligent, trustworthy, businesslike and professional manner.  Executive will abide by all written Company’s
policies.


4.             Compensation.


(a)           The Company will pay Executive
for the Employment Services a base salary (the “Base Salary”) at the annual
rate of three hundred thousand dollars ($300,000) or such larger amount as the
Compensation Committee (or if the Board has no Compensation Committee at the
time, then the Board), in its absolute discretion, may award to Executive.  Payment of the Base Salary shall be subject
to the customary withholding tax and other employment taxes as required with
respect to compensation paid by a corporation to an employee, and such salary
to be paid at such periods as salary is paid to other executive officers of the
Company.


 (b)          Executive
is not entitled to a bonus, however, Executive may receive an annual bonus in
such amount, if any, as the Compensation Committee (or if the Board has no
Compensation Committee at the time, then the Board), in its absolute discretion,
may award to Executive, based upon Executive’s and the Company’s performance
during each year of employment.


(c)           The Compensation Committee has
authorized the grant to Executive of options to purchase 444,086 shares of the
Company’s common stock under and subject to the Company’s 2006 Equity Incentive
Plan, such grant to be effective if and when Executive starts his employment
with the Company (anticipated to be January 2, 2007).  The exercise price of such options shall be
the greater of $2.10 per share or the closing price of the Company’s common
stock on NASDAQ on the date the grant is effective.  In addition to these options, it is the
Company’s intention to grant to Executive options to purchase an additional
444,086 shares of the Company’s common stock. 
Such grant will be contingent upon the approval of the Company’s
stockholders of modifications to the Company’s 2006 Equity Incentive Plan (at a
regularly scheduled annual meeting of shareholders) increasing the total
authorized shares available for issuance under such plan by at least 750,000
shares.













 


(d)           It is currently the
Company’s intention to place such a proposal before the stockholders as part of
the Company’s proxy related to its 2007 annual meeting.  However, the Company does not guarantee that
such a proposal will be included in such proxy, and furthermore, the Company
can provide no assurance that its stockholders will approve such a
proposal.  The Company shall under no
circumstances have any liability to Executive for failure to include such a
proposal in any proxy or failure to obtain stockholder approval of such a
proposal.  If the Company submits such a
proposal to the stockholders, and the proposal is approved, then on the date of
such shareholder approval, Executive shall receive an option to purchase
444,086 shares of the Company’s common stock. 
The exercise price of such options shall be the greater of $2.10 per
share or the closing price of the Company’s common stock on NASDAQ on the date
stockholder approval is received.


(e)           All stock options
granted pursuant to paragraphs 4(c) and (d) shall vest as follows:    1/6 when the 20 trading day average of the
closing sale prices of the common stock equals or exceeds 130% of the exercise
price of the option; 1/6 when such average equals or exceeds 160% of the
exercise price; 1/6 when such average equals or exceeds 190% of the exercise
price;  1/6 when such average equals or exceeds 220% of the exercise
price; 1/6 when such average equals or exceeds 250% of the exercise price; and
 1/6 when such average equals or exceeds 300% of the exercise price.  Any unvested shares will vest on the 5th
anniversary of the grant date.


5.             Reimbursement
for Expenses. The Company shall reimburse Executive for all
reasonable out-of-pocket expenses incurred by him in the course of performing
his duties under this Agreement, subject to the Company’s reasonable
requirements with respect to reporting and documentation of such expenses.


6.             Benefits.
Executive shall be entitled to those fringe benefits offered by the Company to
all employees and to participate in the Company’s employee benefit
programs  available to other employees of
the Company.  During the Executive’s
employment, Executive shall be entitled to accrue four weeks of paid vacation
in accordance with the Company’s policies.


7.             Termination.  Executive has the right to terminate
Executive’s employment with the Company at any time for any reason or no reason
whatsoever, with or with out cause or advance notice.  Company has the right to terminate Executive’s
employment with cause at any time without advance notice.  Any termination by either party shall be
pursuant to the following:


(a)           Termination by Death or Disability.  Subject to applicable state or federal law,
in the event that Executive shall die during his employment hereunder or become
permanently disabled, as evidenced by notice to the Company and Executive’s
inability to carry out his job responsibilities for a continuous period of more
than six months, Executive’s employment and the Company’s obligation to make
payments hereunder shall terminate on the date of his death, or the date upon
which, in the sole determination of the Board of Directors, Executive has
become permanently disabled, except the Company shall pay Executive any salary
earned but unpaid prior to termination, any benefits accrued prior to
termination, all accrued but 













 


unused personal time, and any business expenses that were incurred but
not reimbursed as of the date of termination. Vesting of any stock options
granted to Executive shall cease on the date of such termination.


(b)           Voluntary Resignation by Executive.  In the event that Executive voluntarily
terminates his employment with the Company, the Company’s obligation to make
payments hereunder shall cease upon such termination, except the Company shall
pay Executive any salary earned but unpaid prior to termination, any benefits
accrued prior to termination, all accrued but unused personal time, and any
business expenses that were incurred but not reimbursed as of the date of
termination.  Vesting of any stock
options granted to Executive shall cease on the date of such termination.


(c)           Termination for Cause.  In the event that Executive is terminated by
the Company for Cause (as defined below), the Company’s obligation to make
payments hereunder shall cease upon the date of receipt by Executive of written
notice of such termination (the “Termination
Date”), except the Company shall pay Executive any salary earned but
unpaid prior to the Termination Date, any benefits accrued prior to
termination, all accrued but unused personal time and any business expenses
that were incurred but not reimbursed as of the date of termination.  Vesting of any stock options granted to
Executive shall cease on the Termination Date.


(d)           Termination by the Company Without Cause or Resignation by
Executive for Good Reason. 
In the event Executive is terminated without Cause or Resigns for Good
Reason (as defined herein) and upon the execution (and the lapsing of any right
of rescission) of a release by Executive in the form attached hereto as Exhibit
A (“Release”) and written acknowledgment of Executive’s continuing obligations
under this Agreement, then the Company shall make the following payments to
Executive, subject in each case to any applicable payroll or other taxes
required to be withheld: (i) $300,000 (paid 195 days after such termination or
such longer period as may be required by law); 
and (ii) a lump sum amount in cash equal to any accrued but unpaid
salary through the date of termination and unpaid salary with respect to any
vacation days accrued but not taken as of termination.


(e)           Definition of “Cause” For
purposes of this Agreement, “Cause” shall mean (i) the conviction (or plea of
nolo contendere) of a felony or a crime involving moral turpitude or the
commission of any other act which has an adverse effect on the Company or which
involves dishonesty, disloyalty or fraud with respect to the Company or any of
its Subsidiaries, or (ii) conduct bringing the Company or any of its Subsidiaries
into public disgrace or disrepute, including, without limitation, such conduct
resulting from acts of alcohol or drug abuse, or (iii) failure by Executive to
perform his duties as reasonably directed by the Chief Executive Officer, or
(iv) gross negligence or misconduct not in good faith with respect to the
Company or any of its Subsidiaries that materially and adversely affects the
Company, or (v) any other material breach of this Agreement.


(f)            Definition of “Good Reason.” For
purposes of this Agreement, “Good Reason” shall mean termination by Executive
(i) within 90 days after Executive has been assigned, without Executive’s
consent, to any duties substantially inconsistent with Executive’s 













 


position, duties, responsibilities or status with the Company as
contemplated in Paragraph 1 of this Agreement; or (ii) upon a material breach
of this Agreement by the Company which is not cured within 30 days after the
Company’s receipt of written notice thereof. Executive shall provide written
notice to the Company of any and all grounds that Executive alleges constitute “Good
Reason” and the Company shall have 30 days after receipt of such written notice
to cure any such alleged grounds for “Good Reason.”


(g)           Within seven months following
any termination of the Employment Period, and as of that date, the Company will
notify Executive of the itemized and aggregate cash value of the payments and
benefits, as determined under Section 280G of the Internal Revenue Code (the “Code”),
received or to be received by Executive in connection with the termination of
Executive’s employment (whether payable pursuant to the terms of this Agreement
or otherwise). At the same time, the Company shall advise Executive of the
portion of such payments or benefits which constitute parachute payments within
the meaning of the Code and which may subject Executive to the payment of
excise taxes pursuant to Section 4999 and the expected amount of such taxes
(such payments or benefits being hereinafter referred to as “Parachute Payments”).


(h)            If all or any portion of the
payments or benefits provided under this Agreement either alone or together
with other payments or benefits which Executive has received or is then
entitled to receive from the Company and any of its Subsidiaries would
constitute Parachute Payments, such payments or benefits provided to Executive
pursuant to this Agreement shall be reduced to the extent necessary so that no
portion thereof shall be subject to the excise tax imposed by Section 4999 of
the Code; but only if, by reason of such reduction, Executive’s net after tax
benefit shall exceed the net after tax benefit if such reduction were not made.
“Net after tax benefit” shall mean the sum of (i) the total amount payable to
Executive pursuant to this Agreement, plus (ii) all other payments and benefits
which Executive has received or is then entitled to receive from the Company
and any of its subsidiaries that would constitute a Parachute Payment, less
(iii) the amount of federal income taxes payable with respect to the payment
and benefits described in (i) and (ii) above calculated at the maximum marginal
income tax rate for each year in which such payments and benefits shall be paid
to Executive (based upon the rate in effect for such year as set forth in the
Code at the Termination Date), less (iv) the amount of excise taxes imposed
with respect to the payments and benefits described in (j) and (ii) above by
Section 4999 of the Code.


For purposes of this
Agreement, Executive’s base amount, the present value of the Parachute
Payments, the amount of the excise tax and all other appropriate matters shall
be determined by the Company’s independent auditors in accordance with the
principles of Section 280G of the Code and based upon the advice of tax counsel
selected by the Company, which tax counsel shall be reasonably satisfactory to
Executive, provided, however, that the applicable federal rate used for the
purposes of calculating the present value of the Parachute Payments shall be
the federal rate in effect on the date of this Agreement.













 


8.             Insurance.
The Company may, at its election and for its benefit, insure Executive against
accidental death, and Executive shall submit to such physical examination and
supply such information as may be required in connection therewith.


9.             Non-disclosure
of Confidential Information.


(a)           Unless Executive first secures
written consent from the Company pursuant to procedures implemented by Company,
Executive shall use Executive’s best efforts to safeguard the confidential Information
and protect it against disclosure, misuse, espionage, loss and theft,
including, without limitation, causing recipients of Confidential Information
to enter into non-disclosure agreements with the Company. Subject to the
provisions of Paragraphs 10 and 13, nothing herein shall be construed to
prevent Executive from using Executive’s general knowledge and skill after
termination of this agreement, whether Executive acquired such knowledge or
skill before or during the his employment.


(b)           In the event the Company has
entered into confidentiality agreements with third parties (not including
Company employees) which contain provisions different from those set forth in
this Agreement, Executive agrees, in addition to the provisions of Paragraph
9(a), to comply with any such different provisions of which Executive is
notified by the Company.


10.           Company
Ownership of Intellectual Property. Executive hereby assigns to
the Company all right, title and interest in and to all Intellectual Property
(as defined in Paragraph 16) contributed to or conceived or made by Executive
during the Executive’s employment with the Company (whether alone or jointly
with others) to the extent such Intellectual Property is not owned by the
Company as a matter of law. Executive shall promptly and fully communicate to
the Company all Intellectual Property conceived, contributed to or made by
Executive and shall cooperate with the Company to protect the Company’s
interests in such Intellectual Property including, without limitation,
providing assistance in securing patent protection and copyright registrations
and signing all documents reasonably requested by the Company, even if such
request occurs after Executive’s employment with the Company has terminated.
The Company shall pay Executive’s reasonable expenses of cooperating with the
Company in protecting the Company’s interests in such Intellectual Property
unless the subject matter of the requested cooperation is related to actions
taken or failed to be taken by Executive wrongfully or otherwise not in good
faith.


11.           Return
of Materials. Upon termination of Executive’s employment,
regardless of reason, or at any time reasonable requested by the Company,
Executive shall promptly deliver to the Company all Company property, including
all copies of Confidential Information in Executive’s possession and control,
including written records, manuals, lab notebooks, customer and supplier lists
and all other materials containing any Confidential Information or which were
generated during Executive’s employment with the Company. If the Company
requests, Executive shall provide written confirmation that Executive has
returned all such materials. Subject to the provisions of this Agreement,
including, without limitation, Paragraph 12, notwithstanding anything in this
Agreement to the contrary, upon termination of employment, 













 


the Company, at Executive’s request, shall promptly return to Executive
any equipment or other materials owned by Executive then being used by or then
in the possession of the Company.


12.           Non-Competition.
Executive acknowledges and agrees that Executive is considered to be part of
the professional, managerial and executive staff of the Company whose duties
include the formulation and execution of management policy, and that in the
course of Executive’s duties, Executive is permitted access to Intellectual
Property, which includes, among other things, trade secrets of the Company that
the Company seeks to protect from dissemination and disclosure. Executive
acknowledges and agrees that during 
Executive’s employment and for a period of one year thereafter (the “Non-compete
Period”), Executive will not, without the prior written consent of the Company,
directly or indirectly, provide products or services substantially similar to
the Employment Services to any business or entity that provides or offers or
demonstrably plans to provide or offer, products or services that (i) are the
same as or substantially similar to the classes of products under development
or marketed by the Company at any time during his employment with the Company,
(ii) relate to the Company’s Intellectual Property (whether the Company
acquired such Intellectual Property pursuant to this Agreement or otherwise),
or (iii) relate to any subject matter of the Company’s actual or demonstrably
anticipated material research and development during Executive’s employment
with the Company, including without limitation, paclitaxel, taxanes and any
other compounds, within any geographical area in which the Company or any of
its subsidiaries provide or plan to provide such products or services.


13.           Non-Solicitation.
Executive acknowledges and agrees that during the Non-compete Period, Executive
will not (a) solicit, induce or attempt to induce, directly or indirectly, any
employee of the Company to leave the employment of the Company to work for
Executive or for any other person, firm or corporation or (b) hire any employee
of the Company.


14.           Acknowledgment
of Reasonableness. Executive acknowledges and agrees that the
limitations set forth in Paragraphs 13 and 13 are reasonable with respect to
scope, duration and geographic area and are properly required for the
protection of the legitimate business interest of the Company.


15.           Further
Assistance. Executive will not make any disclosure or other
communication to any person, issue any public statements or otherwise cause to
be disclosed any information which is designed, intended or might reasonably be
anticipated to discourage any persons from doing business with the Company or
otherwise have a negative impact or adverse effect on the Company, except to
the extent such disclosure is required by law. Executive will provide
assistance reasonably requested by the Company in connection with actions taken
by Executive during the his employment with the Company, including but not
limited to assistance in connection with any lawsuits or other claims against
the Company arising from events during the Executive’s employment with the
Company, provided that the Company shall reimburse all reasonable expenses
(including without limitation, reasonable loss of compensation from other
sources resulting from such assistance during normal business hours).


16.           Certain
Definitions.













 


“Affiliate” and “Associate”
have the respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as in
effect on the date of this Agreement (the “Exchange Act Rules”), and “Beneficial
Ownership” has the meaning ascribed to such term in Rule 13d-3 of the Exchange
Act Rules.


“Confidential
Information” means all information (whether or not specifically labeled or
identified as confidential), in any form or medium, that is disclosed to, or
developed or learned by Executive during the Employment Period or that relates
to the business, products, services, customers, research or development of the
Company, its Subsidiaries, its Affiliates, or third parties with whom the
Company, its Subsidiaries or its Affiliates does business or from whom the
Company or its Affiliates receives information. Confidential Information shall
not include any information that (i) has become publicly known through no
wrongful act or breach of any obligation of confidentiality, as evidenced by
written records or documents; or (ii) was rightfully received by Executive on a
non-confidential basis from a third party (provided that such third party is
not bound by a confidentiality agreement with the Company or another party), as
evidenced by written records or documents.


“Intellectual Property”
means any idea, invention, design, development, device, method, data, or
process (whether or not patentable or reduced to practice or including
Confidential Information) and all related patents and patent applications, any
copyrightable work or mask work (whether or not including Confidential
Information) and all related registrations and applications for registration,
and all other proprietary rights.


“Subsidiaries”
means any corporation of which the securities having a majority of the voting
power in electing directors are, at the time of determination, owned by the
Company, directly or through one of more Subsidiaries.


17.          Executive Representations.
Executive hereby represents and warrants to the Company that (a) the execution,
delivery and performance of this Agreement by Executive does not and will not
conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which Executive is a party
or by which he is bound, and (b) upon the execution and delivery of this
Agreement by the Company, this Agreement shall be the valid and binding
obligation of Executive, enforceable in accordance with its terms.


18.          Company Representations.
The Company hereby represents and warrants to Executive that (a) the execution,
delivery and performance of this Agreement by the Company does not and will not
conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which Company is a party or
by which it is bound, and (b) upon the execution and delivery of this Agreement
by Executive, this Agreement shall be the valid and binding obligation of the
Company, enforceable in accordance with its terms.


19.          Severability and Modification.
If any provision of this Agreement shall be held or declared to be illegal,
invalid or unenforceable, such illegal, invalid or unenforceable provision
shall not affect any other provision of this Agreement, and the remainder of
this


 

















 


Agreement shall continue
in full force and effect as though such provision had not been contained in
this Agreement. If the scope of any provision in this Agreement is found to be
broad to permit enforcement of such provision to its full extent, Executive
consents to judicial modification of such provision and enforcement to the
maximum extent permitted by law.


20.          Notices.
Except as otherwise expressly set forth in this Agreement, all notices,
requests and other communications to be given or delivered under or by reason
of the provisions of this Agreement shall be in writing and shall be given
(and, except as otherwise provided in this Agreement, shall be deemed to have
been duly given if so given) when delivered if given in person or by telegram,
three days after being mailed by first class registered or certified mail,
return receipt requested, postage prepaid, or one day after being sent prepaid
via reputable overnight courier to the parties at the following addresses (or
such other address as shall be furnished in writing by like notice; provided,
however, that notice of change of address shall be effective only upon
receipt):


Notices to Executive


103 Eisenhower
Parkway


Roseland, New
Jersey 07068


Notices to Company


Tapestry
Pharmaceuticals, Inc.


4840 Pearl East
Circle, Suite 300W


Boulder, Colorado
80301


Attn VP, General Counsel


21.           Entire
Agreement. This Agreement, contains the entire agreement between
parties with respect to the subject matter hereof and supersedes any previous
understandings or agreements, whether written or oral, regarding such subject
matter.


22.           Governing
Law. All questions concerning the construction, validity and
interpretations of this Agreement will be governed by the internal law, and not
the law of conflicts, of the State of Colorado. 
Any dispute relating to this Agreement will be adjudicated solely in the
Federal or State Courts located in Colorado.


23.           Survival.
Paragraphs 6, 9, 10, 11, 12, 13, 14, 15, 16, 22, and any other provision of
this Agreement which by its terms could survive termination of Executive’s
employment shall survive and continue in full force in accordance with their
terms notwithstanding any termination of employment of the Executive for
whatever reason.


24.           Counterparts.
This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and the
same agreement.  This Agreement may be
executed by facsimile or e-mail/pdf format.











 


25.           Successors
and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive, the Company and their respective
successors and assigns; provided that in no event shall Executive’s obligations
under this Agreement be delegated or transferred by Executive, nor shall
Executive’s rights be subject to encumbrance or to the claims of Executive’s
creditors. This Agreement is for the sole benefit of the parties hereto and
shall not create any rights in third parties other than Executive’s spouse or
beneficiary as expressly set forth herein.


26.           Remedies.
Except as otherwise provided in this Agreement, each of the parties to this
Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights to which it may be entitled.


27.           Modifications
and Waivers. No provision of this Agreement may be modified,
altered or amended except by an instrument in writing executed by the parties
hereto. No waiver by either party hereto of any breach by the other party
hereto of any term or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar terms or provisions at
the time or at any prior or subsequent time.


28.           Headings.
The headings contained herein are solely for the purpose of reference, are not
part of this Agreement and shall not in any way affect the meaning or
interpretation of this Agreement.


29.           Notification
of Subsequent Employer. Executive agrees that the Company may
present a copy of this Agreement to any third party.


30.           UNDERSTAND
AGREEMENT. EXECUTIVE REPRESENTS AND WARRANTS THAT (a) EXECUTIVE
HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION OF THIS AGREEMENT, (b) EXECUTIVE
HAS HAD THE OPPORTUNITY TO OBTAIN ADVICE FROM LEGAL COUNSEL OF EXECUTIVE’S
CHOICE, OTHER THAN COUNSEL TO THE COMPANY (WHO IS NOT REPRESENTING THE
EXECUTIVE), IN ORDER TO INTERPRET ANY AND ALL PROVISIONS OF THIS AGREEMENT, (c)
EXECUTIVE HAS HAD THE OPPORTUNITY TO ASK THE COMPANY QUESTIONS ABOUT THIS
AGREEMENT AND ANY OF SUCH QUESTIONS EXECUTIVE HAS ASKED HAVE BEEN ANSWERED TO
EXECUTIVE’S SATISFACTION, AND (d) EXECUTIVE HAS BEEN GIVEN A COPY OF THIS
AGREEMENT.


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed on the day and
year first above written.











 




	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Donald Picker

  
	
   

  	
  Donald Picker

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TAPESTRY PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kai P. Larson

  
	
   

  	
  Kai P. Larson, Vice President, General Counsel

  






 











 


EXHIBIT A


Employment
Separation Agreement and Release

of Legal Rights


This
Agreement is entered into between Tapestry Pharmaceuticals, Inc., including its
affiliated companies and its officers, directors, agents and employees (the “Company”)
and  (the “Employee”).  The purpose of this Agreement is to forever
resolve all legal disputes between the Company and the Employee concerning the
Employee’s employment and separation from employment and to provide the
Employee with severance benefits in exchange for the Employee giving up certain
legal rights.


I.  Stipulations


1.             In exchange for giving up certain
legal rights as provided in this Agreement, the Company has agreed to pay
additional severance pay and benefits which the Employee would not otherwise be
entitled to receive.


2.             The Employee understands that all
payments made by the Company under this Agreement may be subject to withholding
for standard payroll deductions and federal and state taxes.


3.             The Employee understands that this
is a legally-binding document that surrenders certain legal rights that the
Employee may have against the Company in connection with his or her employment
and separation from employment. 
Accordingly, Employee has been advised to consult with a lawyer before
signing this Agreement.


II.  Consideration


4.             As consideration for signing this
Agreement and the Return of Materials Agreement attached as Exhibit A, Employee
will receive, upon expiration of the revocation period described in Paragraph
12, the sum of $, less applicable state and federal taxes which the Company
shall be responsible for withholding.


III.  Legal Release


5.             The Employee gives up his or her
right to bring any legal claims against the Company of any nature related in
any way, directly or indirectly, to his or her employment relationship
with  the Company, including his or her
separation from employment.


6.             This Legal Release in favor of the
Company is intended to be interpreted in the broadest possible manner, to
include all actual or potential legal claims that the Employee may have  against the Company, except as specifically
provided otherwise in this Agreement.











 


7.             The legal claims that the Employee
is giving up by signing this Agreement include, but are not limited to, the
following:


A.                                   All
claims that the Employee may have against the Company under state law,
including claims for breach of contract (express or implied),
misrepresentation, fraud, claims for unpaid wages of any kind, or any other
state law claim of whatever nature;


B.                                     All
claims for alleged personal injuries sustained, including claims for mental and
emotional distress, except claims for Workers Compensation benefits;


C.                                     All
claims that the Employee may have against the Company alleging age
discrimination in employment, if based in whole or in part upon acts,
occurrences or omissions that occurred before the effective date of this
Agreement or that relate to the Employee’s separation from employment; and


D.                                    All
claims of discrimination in employment arising under all other federal laws
such as the Civil Rights Act of 1964, as amended, the Americans with
Disabilities Act of 1990, and all other federal and state laws prohibiting
discrimination in employment.


8.             Employee also releases all claims
against the Company’s officers, directors, agents and employees.


9.             The only exceptions to this Legal
Release in favor of the Company and its agents are claims to Workers
Compensation benefits or benefits of employment that have previously vested by
operation of law, such as accrued pension benefits or entitlements to accrued
vacation pay, if any.  This Legal Release
in favor of the Company also does not apply to future legal claims that may
arise after the Employee’s separation from employment with the Company, if
based entirely on alleged acts, omissions or occurrences that are unrelated to
his or her employment with the Company.


IV.  Important Notice to Employees Aged 40 or
Older


10.           Employees who are 40 years of age or
older have special rights under a federal law known as the Older Workers
Benefit Protection Act.  If you have
attained age 40, you have a right under federal law to be free from age
discrimination in all aspects of your employment relationship with the Company.  Discrimination against employees who have
attained age 40 is 











 


prohibited by
federal and state law.  The Employee
understands that he or she is giving up the right to sue the Company for age
discrimination by signing this Agreement.


11.           Employees aged 40 or older also
have the right under federal law to be given 45 days to decide whether or not
to sign this Agreement.  Employee may
sign the Agreement before the expiration of 45 days, but Employee is not
required to do so and has the right to take the entire 45 days to consider this
Agreement.


12.           Employees over age 40 also have
the right to revoke this Agreement within seven (7) days after signing it.  Such revocation must be in writing addressed
to Patricia Pilia at the Company=s address.  In view of this right to revoke, however,
Employee will not receive any check for severance pay or other benefits of this
Agreement until the revocation period has expired.  If the Agreement is revoked, the Employee is
not entitled to pay and benefits set forth in this Agreement.


V.  Confidentiality


13.           Employee
hereby acknowledges and confirms the existence, validity and enforceability of
the Employee Confidentiality Agreement between Employee and the Company.  A copy of this Agreement is attached as
Exhibit B.


VI.  Entire Agreement


14.           This Agreement, the Confirmation of
Return of Materials (attached as Exhibit A) and the Confidentiality Agreement
(attached as Exhibit B) constitute the sole and entire agreements between the
Employee and the Company with respect to the subject matter hereof, and
supersede in their entirety any and all prior understandings, commitments and
agreements, whether written or oral.  No
part of this Agreement may be changed except in writing executed by the Company
and the Employee.


VII.  Governing Law


15.           This Agreement shall be governed by
the laws of the State of Colorado, and may be enforced in any court of
competent jurisdiction.











 


VIII.  Signatures


16.           The Employee acknowledges that he or
she has read this Agreement in its entirety, understands the contents,
understands that this is a legally-binding document, and has been provided with
an opportunity to consult with a lawyer before signing it.


	
  

  	
   

  	
  Tapestry Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Donald Picker

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12/18/06

  
	
  Date

  	
   

  	
  Date

  



 
















 


Confirmation of
Return of Materials


[Date]


I
confirm that upon termination of my employment with Tapestry Pharmaceuticals,
Inc., I have delivered to Tapestry all Tapestry property in my possession,
including any and all of the following:


all copies of any and all
Tapestry information in my possession and control, including, but not limited
to, written records, manuals, lab notebooks, customer and supplier lists, lab
notes, working notes, information concerning products and business plans,
budgets, sales forecasts, trade secrets, confidential design plans, research
and engineering data and all other materials containing any information
generated by me or any other Tapestry employee or that otherwise relates to the
Business of Tapestry or my employment with Tapestry.


I
understand that Tapestry information includes all information in any form of
medium, including written records, handwritten notes, and information stored on
computer discs or other electronic means.