EX-10.45 RETENTION AGREEMENT



 





Exhibit 10.45




CONFIDENTIAL RETENTION/STAY BONUS AGREEMENT




     Employer and Employee hereby agree and acknowledge the following:



     Employer understands that the strategic direction of Inhibitex, Inc. (the “Company”) is
uncertain. The Company is requesting that the Employee continue his or her employment with the
Company for a minimum period stated in Schedule A (the “Period”). Employee understands that if he
continues to satisfactorily perform his or her duties through the Period, Employer agrees to
continue Employee’s at-will employment and to pay Employee a retention/stay bonus as specified in
Schedule A.



     If Employer terminates Employee’s employment prior to the end of the Period without “Cause”,
Employee is entitled to receive upon separation from employment the compensation set forth in
Schedule A, less lawful deductions. For purposes of this Agreement, the term “Cause,” as used
herein, shall mean (i) the Employee’s willful misconduct, gross negligence, dishonesty or fraud in
the performance of his duties hereunder, (ii) the material breach of this Agreement by the Employee
after notice of such breach and a reasonable opportunity to cure, (iii) the Employee’s willful
refusal or failure to perform his duties hereunder or under any lawful directive of the Board or
his superior officer. as the case may be, which is consistent with his title and position after
notice of such failure and a reasonable opportunity to cure. or (iv) the conviction, plea of guilty
or nolo contendere of the Employee in respect of any felony or other crime involving
moral turpitude, dishonesty, theft or unethical business conduct. Employee further understands and
agrees that if he or she is terminated before the end of the Period for Cause or other persistent
attendance or performance problems, other violations of Company’s policies or his or her voluntary
resignation, he or she is not eligible to receive the retention/stay bonus (except to the extent
already vested or paid) or separation pay as outlined in Schedule A. Employee
understands that the retention/stay bonus as outlined herein is/are not a guarantee or contract of
employment for any particular duration of time, and agrees that Employee and Employer have an
at-will employment relationship. Payment of separation compensation upon termination of employment
shall be conditioned upon the Employee’s execution of an appropriate Separation/Release
Agreement.



     Employee affirms that he has not filed, or caused to be filed, and presently is not a party to
any claim, complaint or action against Employer in any form or forum at this time.
Employee understands and agrees that (i) he or she would not receive any retention/stay
bonus payment(s) as outlined on Schedule A except for his execution of this Agreement
and fulfillment of the conditions herein, (ii) such payment(s) are in exchange for Employee’s
agreement to continue his employment with Employer as requested during the Period; (iii) and the
payment(s) is/are not remuneration for services performed. Employee agrees not to disclose any
information regarding the existence or substance of this Agreement, except to his spouse, tax
advisor, and/or an attorney with whom Employee may choose to consult about this Agreement. This
Agreement shall be governed and controlled by the laws
of the state of Georgia. This Agreement may not be modified except in
writing signed by both parties wherein specific reference is made to this Agreement.



     In witness whereof, the parties hereto knowingly and voluntarily execute this Agreement as
of the date(s) set forth below:



	 	 	 
	/s/ Sam Michini
	 	 
	 

Sam Michini

	 	 
	 
	 	 
	9/7/06
	 	 
	 

Date

	 	 






 









 





SCHEDULE A

to

CONFIDENTIAL RETENTION/STAY BONUS AGREEMENT

Between

INHIBITEX, INC.

And

Sam Michini “Employee”




Dated: September 5, 2006




	 	 	 	 	 	 	 
	1.

	 	Period for Retention/Bonus:
	 	April 24, 2008	 	 
	 
	 	 	 	 	 	 
	2.

	 	Pay for minimum period:
	 	Restricted Stock: 40,000	 	 
	 
	 	 	 	 	 	 
	3.

	 	Vesting:
	 	Anniversary of Grant Date
	 	Percent Vested
	 

	 	 	 	April 24, 2007
	 	50% 
	 

	 	 	 	April 24, 2008
	 	50% 
	 
	 	 	 	 	 	 
	4.	 	If the Company undergoes a Change of Control, the Employee will vest
immediately in the retention/stay bonus.






	 	 	 
	/s/ Sam Michini
	 	 
	 

Sam Michini

	 	 
	 
	 	 
	9/7/06
	 	 
	 

Date