Exhibit 10.53


 





 


October 20, 2008


 


Dr. Thomas C. Wessel


22 Cliffwood Street


Lenox, MA  01240


 


Dear Tom:


 


I am pleased to confirm our offer of employment to you as Chief Medical
Officer reporting to Ron Cohen, President and Chief Executive Officer.


 


The terms of the offer are as follows:


 


1.     The salary is $360,000 per
annum, payable semi-monthly.


 


2.     You will receive a signing
bonus of $75,000 payable within the first 30 days of your start date. If,
within the first twelve months of employment, you voluntarily terminate your
employment with the Company, you agree to reimburse the Company on a prorated
basis.


 


3.     Your start date is November 3,
2008.


 


4.     You will be eligible to
participate in the Company’s benefit plans one month from your hire date.


 


5.     You will also be eligible to
participate in the Company’s 401(k) plan and Flexible Spending Accounts
one month from your hire date.


 


6.     Effective January 1,
2009 you will be eligible for 15 days of vacation and 6 personal/sick days.


 


7.     You will receive a base grant
of 50,000 options of Acorda common stock, vesting over four years.  In accordance with the Company’s standard
option grant procedures, the first 25% of your options will vest at the end of
your first 12 months of employment, and the remaining 75% will vest on a
quarterly basis over the remaining three years. 
The grant date will be determined as your new hire, assuming you
actually start on that date.  The strike
price will be the market price of the stock at the close of business on the
date of grant.


 

















 


8.     In addition, you will receive
25,000 shares of restricted stock of Acorda common stock, vesting annually over
a three-year period.  The grant date will
be determined as your new hire start date.


 


9.     In addition to a year-end
performance review, you will be eligible to participate in the Company’s Merit
Increase Program, Annual Cash Bonus Program and Acorda Equity Program with a
potential to receive a pro-rated, merit increase, cash bonus and equity
grant.   Your Annual Cash Bonus Program
target is 35% of base salary and is based on the Company’s performance against
the Corporate Goals and individual/team performance against goals established
for that bonus year.  Bonus targets
include a possible range of zero and can exceed 100% for an individual/team
goal or in aggregate.    Eighty percent
of your target is attributed to Company performance and twenty percent is
attributed to individual/team performance. 
The Annual Cash Bonus Program and the Acorda Equity Program are subject
to approval by the Board of Directors.


 


10.   You will make good faith
efforts to relocate to the New York tri-state area by September 2009.  In recognition of the fact that potential
challenges to this timeline may arise, such as, for example, housing market
conditions, you will receive the following considerations:  If you relocate within eighteen months of
employment, you will receive our full relocation package to include house
hunting trips, commissions on the sale of residence (not to exceed 6%), legal
fees associated with the sale of residence, legal fees associates with the
purchase of a new residence and fees for securing a mortgage on a new residence
to include appraisal fee, credit report, processing fee, underwriting fee,
title insurance, recording fee, but to exclude pre-paid points, interest
expense and property taxes, and the move of your goods to the new
location.  In addition, you will receive
temporary living assistance to include for up to one-year, an apartment and
reimbursement of reasonable commuting expenses to and from Boston, such as
mileage, gas and if necessary, occasional flight accommodations not to exceed
an aggregate $35,000.   In the event you
do not sell your home within the first year of employment, you may apply the
remaining portion of the $35,000 to temporary housing and/or to the
reimbursement of reasonable commuting expenses for an additional six
months.  At the point your relocation is
complete or after eighteen months, whichever comes first, all temporary living
assistance will cease.  If within the
first twelve months of relocating, you voluntarily terminate your employment
with the Company, you agree to reimburse the Company for such relocation
expenses and temporary living expenses on a prorated basis.


 


11.   To comply with INS regulations,
please bring with you on your first day of work, proof verifying your right to
work in the United States.  Some examples
are passport, driver’s license and Social Security card, or certificate of
citizenship, etc.


 


12.   This letter is not intended,
nor should it be considered, as an employment contract for a definite or
indefinite period.  Once employed, you
will be an employee at 


 


2

















 


will. 
This letter also constitutes the understanding between us with respect
to our offer of employment, and replaces and supercedes any previous
understandings or arrangements.


 


Tom, we are delighted to extend this offer to you.


 


If you are in agreement with the terms outlined above, please sign and
date one copy of this letter and return it to me at your earliest convenience.


 


Should you have any questions regarding any of the above or any other
matter, please contact me.  My telephone
number is (914) 347-4300, ext. 159.  You
can email me at dduca@acorda.com.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Denise J. Duca

  	
   

  
	
  Sr. Vice President - Human Resources

  	
   

  
	
   

  	
   

  
	
  CC:

  	
  Ron Cohen, President and CEO

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
  Date

  
				



 


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