exv10w1



 





Exhibit 10.1




January 12th, 2007




Dr. Nathaniel A. Brown

60 Rolling Rock Lane

Weston, MA 02493





	 	Re:	 	 Separation and Benefits Payable Pursuant to Employment Agreement (the
“Employment Agreement”) dated May 8, 2003 by and between Nathaniel A. Brown and Idenix
Pharmaceuticals, Inc. (the “Company”) 




Dear Nat:



This letter confirms our mutual agreement that your position as the Company’s Chief Medical Officer
and Executive Vice President, Clinical Research, as well as your full time employment with Idenix
will terminate on January 22, 2007 (the “Separation Date”).



In connection with the termination of your employment, we acknowledge that your termination will be
considered a “covered termination” (as such term is defined in Employment Agreement) and that the
payments and benefits payable to you pursuant to Section 5.A. of the Employment Agreement (as
further agreed to below with respect to your bonus amounts) are due to you. Such benefits will be
paid in accordance with the terms and conditions set forth in the Employment Agreement. Such
conditions include the execution and delivery by you and the effectiveness of the release attached
thereto.



With respect to bonus amounts due to you, we have agreed that you are entitled to and will receive
a bonus in the amount of $153,000 for your service in 2006 (the “2006 Bonus”) and that the amount
of bonus payable pursuant to Section 5.A (i) of the Employment Agreement is $159,500. The 2006
Bonus will be paid at the same time as the other benefits provided for in Section 5.A(i) of the
Employment Agreement.



The Company acknowledges that any and all restrictions set forth in Section 3.C.(iii) relating to
the transfer, pledge or other disposition of any shares of the Company’s common stock, including
the “Holding Period Shares” as such term is defined in the Employment Agreement will be without
effect as of the Separation Date. The Company further acknowledges that the unexercised stock
options previously awarded to you (the “Options”) are and, subsequent to the Separation Date, will
remain exercisable in accordance with the terms of the stock option plans, stock option awards and
the Employment Agreement. Additionally, the Company acknowledges that, you are and, subsequent to
the Separation Date, will remain free to transfer, pledge or otherwise dispose of shares of Idenix
common stock which are acquired upon exercise of the Options, subject to Rule 144 of the Securities
Act of 1933, as amended (“Rule 144”), relevant securities laws relating to the possession of
material nonpublic information, the Company’s Insider Trading Policy prior to the Separation Date,
and such encumbrances that have been created by you or any party other than the Company.



On the Separation Date, you agree to acknowledge that: (i) all transactions in which you have
engaged with respect to the ownership of Idenix common stock are or will then have been reported on
Forms 3 and 4 which have been subsequently filed with the Securities and Exchange Commission; and
(ii) you will be considered an “affiliate” of the Company under Rule 144 until the date which is
three months after your Separation Date. As of the Separation Date, you will no longer be subject
to the Company’s Insider Trading Policy.




 









 





Nathaniel
A. Brown, M.D.

January 12th, 2007

Page 2 of 3



You agree that all amounts that are treated for purposes of Section 409A as nonqualified deferred
compensation that was not deferred before January 1, 2005 that you would be otherwise entitled to
receive before the six-month anniversary of the Separation Date shall not be paid to you until six
months after the Separation Date.



In connection with our discussions relating to the separation, you have acknowledged and agreed
that it is solely your responsibility and not that of the Company to determine the tax consequences
of any payments made or to be made to you or options granted to you pursuant to the Employment
Agreement, and/or any agreements granting you options to purchase Idenix stock (collectively, the
“Payments”), and that for advice as to your specific circumstances, the tax consequences of any of
these agreements and the application of Section 409A of the Internal Revenue Code (“Section 409A”)
to any such payments or options, you have relied upon your own tax advisors. You acknowledge that
you are not relying upon the advice or representation of Idenix with respect to the tax treatment
of any of the Payments. You agree that you are responsible for payment of all federal, state and
local taxes with respect to the Payments and any penalties or assessments related thereto. You
agree to indemnify the Company and hold the Company harmless from any claims or liability
(including without limitation, fines, excise taxes, penalties or fees) claimed or imposed by any
government agency with respect to (a) any failure to pay or failure to withhold, or delayed payment
of, federal taxes resulting from the application of the provisions of Section 409A to the Payments
or (b) any failure to satisfy any reporting requirements with respect to the Payments imposed by
the Internal Revenue Code.



On or before the Separation Date, you are requested to return to Idenix all computer and remote
access equipment that has been provided to you by the Company. The Company agrees to assign to you
the cellular telephone number that you currently possess.



The Company acknowledges and agrees that nothing in this agreement shall affect your rights to
indemnification as provided under the terms of the Company’s charter and bylaws and any director
and officer liability policy that may be in place and maintained by the Company at such time as
claim for indemnification may arise.



The Company, represents and warrants that, as the date hereof, it has not instituted or caused to
be instituted against you any suit, charge, complaint, investigation, or action at law, in equity
or otherwise, in any court, administrative agency or other public or private tribunal with respect
to any cause of action or claim of any kind relating in any way to your employment with the Company
or the anticipated conclusion of your employment with the Company. Further the Company represents
and warrants that, to its knowledge as of the date hereof, there are no lawsuits, claims or
investigations, pending or threatened, that might affect and/or in any way (including as a witness)
involve you in your capacity as an employee and officer of the Company.



You agree that the conclusion of your employment was not the result of any discriminatory
or retaliatory action on the part of the Company and/or any of its current or former affiliates.



We have agreed that except as required by applicable law or compelled by process of law, at all
times following the date hereof, neither the Company’s officers or you will make any false,
derogatory or disparaging statements about the other party or its respective affiliates.



Except to the extent modified hereby, the terms of Section 5.A of the Employment Agreement remain
unchanged and in full force and effect.




 









 





Nathaniel
A. Brown, M.D.

January 12th, 2007

Page 3 of 3



There are two copies of this letter enclosed. If the terms set forth herein accurately reflect our
mutual understanding and agreement, please sign each copy and return one copy to me for our
corporate files.




	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 	 	/s/ Paul Fanning

	 

	 	Paul Fanning

Vice President, Human Resources
	 
	 	 
	Acknowledged and accepted this

12th day of January 2007
	 	 
	 

	/s/ Nathaniel A. Brown, M.D.

	 	 
	 


	Nathaniel A. Brown, M.D.
	 	 
	 
	 	 
	cc: Jean-Pierre Sommadossi