exv10w5



 





Exhibit 10.5









LETTER AGREEMENT




November 9,
2007




Douglas Branch

1816 Winding Ridge Road

Norman, OK 73072



Re: Severance and Change in Control Agreements



Dear Doug:



On behalf of Amicus Therapeutics, Inc., (the “Company”), this shall serve to confirm our agreement
in the event Amicus terminates your employment without cause or in the event of a Change in
Control, Sale or Merger of the Company. By accepting the terms of this Letter Agreement, you agree
that the rights identified in this Letter Agreement contain the complete understanding between you
and the Company related to Severance and Change in Control payments. The May 12, 2006 Offer of
Employment Letter countersigned by you (“May 12, 2006 Offer Letter,” attached hereto), shall
otherwise remain in full force and effect and is hereby confirmed and ratified.




Severance Pay





	 	 	 	In the event that your employment is terminated by the Company, except for “Cause” as
defined below, you will be eligible to receive the following:






	 	1.	 	six (6) months salary continuation;
	 
	 	2.	 	an additional six (6) months of option vesting;
	 
	 	3.	 	in the event that your termination occurs after June
30th of the calendar year, you will be entitled to a payment of a
bonus equal to the bonus earned in the preceding year pro-rated for the number
of months actually worked in the year of termination; and





 





     6 Cedar Brook Drive      Cranbury, NJ 08512      T: 609-662-2000      F: 609-662-2001      www.amicustherapeutics.com





 









 









	 	4.	 	you will be entitled to a continuation of your health benefit
coverage under COBRA, premiums to be paid by the Company, for a period of
twelve (12) months, which shall commence on the date of termination and run
concurrently with the period of salary continuation.




For purposes of this Agreement, “Cause” means termination for any of the following reasons: (1)
willful or deliberate misconduct by you that materially damages the Company; (2) misappropriation
of Company assets; (3) conviction of, or a plea of guilty or “no contest” to, a felony; or (4) any
willful disobedience of the lawful and unambiguous instructions of the CEO of the Company; provided
that the CEO has given you written notice of such disobedience or neglect and you have failed to
cure such disobedience or neglect within a period reasonable under the circumstances.




Change in Control




     If there is a Change in Control Event and you resign for Good Reason or are terminated without
Cause within twelve months of such Change in Control Event, then (i) you will be entitled to receive
twelve (12) months of salary continuation, plus, in the event that the resignation for Good Reason
or termination without Cause following a change in control event occurs after June 30th
of the calendar year, you will be entitled to a payment of a bonus equal to the bonus earned in
the preceding year pro-rated for the number of months actually worked in the year of your
resignation or termination. In addition, you will be entitled to continuation of your health
benefit coverage under COBRA, premiums to be paid by the Company, for a period of twelve (12)
months, which shall commence on the date of resignation or termination and run concurrently with
the period of salary continuation, and (ii) all unvested stock options will have their remaining
vesting schedule accelerated so that all stock options are fully vested.


“Change in Control Event” means any of the following: (i) any person or entity (except for a
current stockholder) becomes the beneficial owner of greater than 50% of the then outstanding
voting power of the Company; (ii) a merger or consolidation with another entity where the voting
securities of the Company outstanding immediately before the transaction constitute less than a
majority of the voting power of the voting securities of the Company or the surviving entity
outstanding immediately after the transaction, or (iii) the sales or disposition of all or
substantially all of the Company’s assets. “Good Reason” means (i) a change in your position with
the Company or its successor that materially reduces your title, duties or level of responsibility;
or (ii) the relocation of the Company or its successor greater than 50 miles away from the then
current location of the Company’s principal offices.




     Your right to receive accelerated vesting and severance payments pursuant to this letter
agreement shall be subject to the condition that you execute a full release and waiver of all
claims against the Company and related parties, in a form acceptable to the Company.



Employment “At-Will”


It is important that you understand that the Company does not guarantee employment for any specific
period of time. You will continue to be employed on at “at-will” basis. This means that





 









 







both the
Company and you will have the right to terminate your employment at any time, for any reason, with
or without prior notice or cause. Neither you nor the Company will have an express or implied
contract limiting your right to resign or the Company’s right to terminate your employment at any
time, for any reason, with or without prior notice or cause. The “at-will” relationship will apply
to you throughout your employment and cannot be changed except by an express individual written
employment agreement signed by you and the Chief Executive Officer of the Company.



It is understood and agreed that this Letter Agreement constitutes the full agreement between you
and the Company on the subjects of Severance and Change in Control payments. To indicate your
acceptance of the terms and conditions set forth herein, please sign one copy of this Letter
Agreement in the space indicated below and return it to my attention on or before November 12,
2007. By signing below, you agree that no other promises, express or implied, have been made to
you either verbally or in writing and that no further modifications to these terms and conditions
will be effective except by a written agreement signed by the Chief Executive Officer of the
Company and you and as authorized by the Company’s Board of Directors.




	 	 	 	 	 
	 	Very truly yours,



John Crowley

President and Chief Executive Officer

 	 



Accepted and Agreed:




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Douglas Branch	 	Date:	 	November 12, 2007	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	Douglas Branch