exv10w2






Exhibit 10.2








	 	 	 

	BIOCRYST PHARMACEUTICALS . INC .

	 	Jon P. Stonehouse 
	4505 EMPEROR BOULEVARD. SUITE 200

	 	President & CEO
	DURHAM. NC 27703
	 	 
	919-859-7908 919-859-1314 FAX
	 	 
	 
	 	 
	2190 PARKWAY LAKE DRIVE
	 	 
	BIRMINGHAM . AL 35244
	 	 
	205-444-4648 205-982 -3072 FAX
	 	 
	 
	 	 
	www.biocryst.com
	 	 
	jstonehouse@biocryst.com
	 	 





May 23, 2011




Mr. Thomas R. Staab

II, CPA 520 Tharps Lane

Raleigh, NC 27614



Dear Mr. Staab:




     On behalf of BioCryst Pharmaceuticals, Inc., a Delaware corporation (“BioCryst” or the
“Company”), we are very excited to offer you the position of Senior Vice President and Chief
Financial Officer. We, along with the other members of the Company’s Board of Directors (the
“Board”), and the Company’s management team, are all very impressed with you and what you will
bring to the Company. We believe that with your background, you will make significant
contributions to the success of the Company.



     This letter agreement (the “Agreement”) will serve to confirm our agreement with respect to
the terms and conditions of your employment.


1. Term of Employment. Subject to the terms and conditions of this Agreement, BioCryst
hereby employs Thomas R. Staab (the “Employee”), effective
July 1st, 2011, as Senior
Vice President and Chief Financial Officer of BioCryst, and Employee hereby accepts such
employment. Employee shall commence employment at the Company’s Durham, North Carolina office.
The Employee shall not, during the term of his employment, engage in any other business activity
that would interfere with, or prevent him from carrying out, his duties and responsibilities
under this Agreement. BioCryst hereby agrees and acknowledges that any compensation which the
Employee receives from participation in such allowable activities shall be outside the scope of
this Agreement and in addition to any compensation received hereunder. The term of employment
of Employee under this Agreement shall commence as of July
1st, 2011, and
shall terminate on June 30, 2015 unless earlier terminated in accordance with the provisions of
paragraph 4 hereof. In the event Employee is retained by the Company as Senior Vice President
and Chief Financial Officer past June 30, 2015, the terms of his employment shall continue to be
governed by this Agreement unless otherwise provided by the Board.



2. Basic Full-Time Compensation and Benefits.





     (a) As basic compensation for services rendered under this Agreement, Employee shall
be entitled to receive from BioCryst, a salary of $30,800.33 per month ($370,000 per
annum) payable in bi-monthly payments for each calendar month during the term of this
Agreement, beginning July 1, 2011. This salary will be reviewed annually by the Board of
Directors and may be raised at the discretion of the Board.




     (b) In addition to the basic compensation set forth in (a) above, Employee shall be
eligible to earn a cash bonus, payable as soon as reasonably practicable in the calendar
year following each calendar year during the term of this Agreement, based on the
Company’s achievement of performance related goals proposed by management and approved by
the Board for the Company’s applicable fiscal



 









 





Thomas R. Staab, II, CPA

Page 2

May 23,2011





year (the “Fiscal Year”). The bonus actually earned, if any, shall be based on a
target amount equal to 30% of the base compensation earned by executive during such
Fiscal Year (the “Target Amount”), and shall be pro-rated based on the degree to which
the performance goals have been achieved, subject to a minimum level of achievement
proposed by management and approved by the Board. The Target Amount for the 2011 Fiscal
Year shall be prorated based on Employee’s base compensation earned during 2011. The
Board may, in its discretion, approve a bonus in excess of the Target Amount if the
performance goals have been exceeded. Employee must be employed through April 1, of the
next succeeding Fiscal Year in order to receive the annual bonus for each Fiscal Year.




     (c) In addition to the basic compensation set forth in (a) and (b) above, Employee
shall be entitled to receive such other benefits and perquisites provided to other
executive officers of BioCryst which benefits may include, without limitation,
reasonable vacation (currently 4 weeks), sick leave, medical benefits, life insurance,
and participation in profit sharing or retirement plans.




     (d) In addition to the compensation set forth in paragraphs 2(a), (b) and (c)
above, the Board of Directors of BioCryst may from time to time, in its discretion, also
grant such other cash or stock bonuses to the Employee either as an award or as an
incentive as it shall deem desirable or appropriate.


3. Initial Equity Awards. In connection with Employee’s execution of this Agreement, Employee
shall be issued initial equity incentive awards as follows:





     (a) The Company shall grant to Employee an option to purchase 200,000 shares of the
Company’s common stock (“Common Stock”), with an exercise price equal to the fair market
value of the Common Stock on the date of the grant, which option shall vest and become
exercisable in accordance with paragraph 3(d) below. The option will be an “incentive
stock option” up to the maximum number of shares that may be covered under an incentive
stock option pursuant to the tax code.




     (b) The award set forth in paragraph 3(a) above will vest, contingent on Employee’s
continued provision of services to the Company on each respective vesting date, over a
period of 4 years as follows: The Option will initially become exercisable for 25% of the
Optioned Shares upon Optionee’s completion of twelve (12) months of Service (as defined
in the Standard Stock Option Agreement) measured from the Grant Date and will become
exercisable for the balance of the Optioned Shares at the rate of 25% of the Optioned
Shares upon Optionee’s completion of each additional year of Service measured from the
first anniversary of the Grant Date for the following three years until fully vested on
the fourth anniversary of the grant.




     (c) The Company shall grant to Employee 25,000 restricted shares of the Company’s
Common Stock, as described and granted pursuant to the BioCryst Pharmaceuticals, Inc.,
Stock Incentive Plan. Subject to Employee’s continuous employment with or service to the
Company from the date of grant thru the Vesting Date (12 months from date of hire), the
transfer restrictions on the restricted shares shall lapse and the restricted shares
shall vest and no longer be subject to forfeiture.




     (d) The stock option awards set forth in paragraph 3(a & c) above shall be granted
under and subject to the terms of the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan
(the “Stock Incentive Plan”). All awards shall be subject to the terms of specific award
agreements between the Employee and the Company, which Employee will be required to
execute as a condition of the grants.


4. Termination.





     (a) If Employee’s employment is terminated as a result of (i) the expiration of the
stated term of this Agreement, (ii) the Employee’s resignation, (iii) the
Employee’s death, (iv) by the Company for Cause, or (v) by the Company as a result of
Disability, Employee will receive base salary, as well as any accrued but unused vacation
(if applicable) and other compensation, earned through the effective termination date,
and no additional compensation, except as set forth in Section 4(d) below.



 









 





Thomas R. Staab, II, CPA

Page 3

May 23,2011





     For all purposes under this Agreement, a termination for “Cause” shall mean a
determination by the Board that Employee’s employment be terminated for any of the
following reasons: (i) failure or refusal to comply in any material respect with lawful
policies, standards or regulations of Company; (ii) a violation of a federal or state law
or regulation applicable to the business of the Company; (iii) conviction or plea of no
contest to a felony under the laws of the United States or any State; (iv) fraud or
misappropriation of property belonging to the Company or its affiliates; (v) a breach in
any material respect of the terms of any confidentiality, invention assignment or
proprietary information agreement with the Company or with a former employer, (vi)
failure to satisfactorily perform Employee’s duties after having received written notice
of such failure and at least thirty (30) days to cure such failure, or (vii) misconduct
or gross negligence in connection with the performance of Employee’s duties .




     “Disability” shall mean the inability of Employee to perform his duties hereunder by
reason of physical or mental incapacity for ninety (90) days, whether consecutive or not,
during any consecutive twelve (12) month period.




     (b) If the Company terminates Employee’s employment without Cause, it shall provide
written notice of termination to Employee, along with any base salary and accrued but
unused vacation or other compensation earned through the effective termination date, and,
conditioned on Employee (a) signing and not revoking a release of any and all claims, in
a form prescribed by the Company, and (b) returning to the Company all of its
property and confidential information that is in Employee’s possession, Employee will
receive the following: (i) continuation of base salary for I year beyond the effective
termination date, payable in accordance with the regular payroll practices of the
Company; (ii) payment of Employee’s target bonus in effect for the fiscal year of
termination, payable in equal installments over the regularly scheduled payroll periods
of the Company for the one year following the effective date of termination; and (iii) if
Employee elects to continue health insurance coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”) following termination of
employment, the Company shall pay the monthly premium under COBRA until the earlier of
(x) 6 months following the effective termination date, or (y) the date upon which
Employee commences employment with an entity other than the Company. Employee will notify
the Company in writing within 5 days of your receipt of an offer of employment with any
entity other than the Company, and will accordingly identify the date upon which you will
commence employment in such writing.




     (c) If, during Employee’s employment with the Company, there is a Change of
Control, all equity awards granted to Employee under paragraph 3 and otherwise shall
vest in full. In addition, if the Company terminates Employee’ s employment without
Cause or Employee is Constructively Terminated within 6 month s of the Change in
Control, then Employee will be eligible to receive the benefits provided in paragraph
4(b), under the terms and conditions set forth in that paragraph .




     “Change
of Control” shall be defined as (i) a merger or consolidation in which the
Company is not the surviving entity, except for a transaction the principal purpose of
which is to change the State of the Company’s incorporation; (ii) the sale, transfer or
other disposition of all or substantially all of the assets of the Company in liquidation
or dissolution of the Company; (iii) any reverse merger in which the Company is the
surviving entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company’s outstanding securities are transferred
to a person or persons different from the persons holding those securities
immediately prior to such merger; (iv) any person or related group of persons (other than
the Company or a person that directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires beneficial
ownership (with in the meaning of Rule l3d-3 of the 1934 Act) of securities possessing
more than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities pursuant to a tender or exchange offer made directly to the
Company’s stockholders; or (v) a change in the composition of the Board over a period of
twenty-four (24) consecutive months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have been elected or
nominated for election as Board members during such period



 









 





Thomas R.
Staab, II, CPA

Page 4

May 23, 2011





by at least two-thirds of the Board members described in clause (A) who were still
in office at the time such election or nomination was approved by the Board.




     “Constructive Termination” shall mean a resignation of employment within 30 days of
the occurrence of any of the following events which occurs within 6 months following a
Change of Control: (i) a material reduction in Employee’s responsibilities; (ii) a
material reduction in Employee’s base salary, unless such reduction is comparable in
percentage to, and is part of, a reduction in the base salary of all executive officers
of the Company; or (iii) a relocation of Employee’s principal office to a location more
than 50 miles from the location of Employee’s principal office immediately preceding a
Change of Control.




     (d) If (i) Employee remains an employee of the Company after the expiration of the
four year term of this Agreement; and (ii) within 6 months thereafter, Employee resigns
as a result of a material and adverse change in the Company’s business, then Employee
shall be entitled to receive the severance benefits on the terms and conditions specified
in paragraph 4(b) above .




     (e) In the event (i) any payments described in paragraphs 4(b), (c) or (d) above
would be “deferred compensation” subject to Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”); and (ii) Employee is a “specified employee” (as defined in
Code Section 409A(2)(B)(i)), such payments shall, to the extent required by Code Section
409A, be delayed for the minimum period and in the minimum manner necessary to avoid the
imposition of the tax required by Code Section 409A.


5. Non-Competition; Proprietary Information and Inventions.





     (a) Proprietary Information and Inventions Agreement. As a condition precedent to
the employment of Employee by the Company, Employee shall execute the Company’s standard
Proprietary Information and Inventions Agreement, attached hereto as Exhibit A.




     (b) Non-Competition Agreement. The Employee agrees that for one (I) year
following the termination of this Agreement by reason of the voluntary termination by the
Employee, without cause on the part of BioCryst, the Employee shall not become
the Chief Financial Officer or become a key executive of another for-profit business
enterprise whose activities are at such time directly competitive with Biofryst.




     (c) Equitable Remedies. Employee acknowledges and recognizes that a violation of
this paragraph by Employee may cause irreparable and substantial damage and harm to
BioCryst or its affiliates, could constitute a failure of consideration, and that money
damages will not provide a full remedy for BioCiyst for such violations. Employee agrees
that in the event of his breach of this paragraph, BioCryst will be entitled, if it so
elects, to institute and prosecute proceedings at law or in equity to obtain damages with
respect to such breach, to enforce the specific performance of this paragraph by
Employee, and to enjoin Employee from engaging in any activity in violation hereof.


6. Miscellaneous.





     (a) Entire Agreement. This Agreement, including the exhibits hereto, constitutes
the entire agreement between the parties relating to the employment of the Employee by
BioCryst and there are no terms relating to such employment other than those contained in
this Agreement. No modification or variation hereof shall be deemed valid unless in
writing and signed by the parties hereto . No waiver by either party of any provision or
condition of this Agreement shall be deemed a waiver of similar or dissimilar provisions
or conditions at any time.




     (b) Assignability. This Agreement may not be assigned without prior written consent
of the parties hereto. To the extent allowable pursuant to this Agreement, this Agreement
shall be binding upon and shall inure to the benefit of each of the parties hereto and
their respective executors, administrators, personal representatives, heirs, successors
and assigns.



 









 





Thomas R. Staab, II, CPA

Page 5

May 23,2011





     (c) Notices. Any notice or other communication given or rendered hereunder by any
party hereto shall be in writing and delivered personally or sent by registered or
certified mail, postage prepaid, at the respective addresses of the parties hereto as set
forth below.




     (d) Captions. The section headings contained herein are inserted only as a matter of
convenience and reference and in no way define, limit or describe the scope of this
Agreement or the intent of any provision hereof.




     (e) Taxes. All amounts to be paid to Employee hereunder are in the nature of
compensation for Employee’s employment by BioCryst, and shall be subject to withholding,
income, occupation and payroll taxes and other charges applicable to such compensation.




     (f) Governing Law. This Agreement is made and shall be governed by and construed in
accordance with the laws of the State of Alabama without respect to its conflicts of law
principles.




     (g) Date. This Agreement is dated as of May 23, 2011.



     If the foregoing correctly sets forth our understanding, please signify your acceptance of
such terms by executing this Agreement, thereby signifying your assent, as indicated below.



	 	 	 	 	 
	 	Yours very truly,





BIOCRYST PHARMACEUTICALS, INC.

 	 
	 	By:  	/s/ Jon P. Stonehouse
 	 
	 	 	Jon P. Stonehouse 	 
	 	 	President & Chief Executive Officer






Address:

4505 Emperor Blvd., Suite
200 
Durham, NC 27703 	 
	 




     AGREED AND ACCEPTED, as of this 25th day of May, 2011



	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Thomas R. Staab II, CPA
 	 
	 	 	Thomas R. Staab II, CPA 	 
	 
	 	 	Address:

520 Tharps Lane

Raleigh, NC 27703 	 



 









 





	 	 	 	 	 



Exhibit A

(Proprietary Information and Inventions Agreement)




EMPLOYEE’S PROPRIETARY INFORMATION AND INVENTIONS

AGREEMENT


I, Thomas R. Staab, recognize that BioCryst Pharmaceuticals. Inc., a Delaware corporation
(hereinafter the
“Company”, is engaged in a continuous program of research, development, and product; on respecting
its business, present and future. including fields generally related to its business.



I understand that:





	A.	 	As part of my employment by the Company I will faithfully and diligently serve and
endeavor to further and safeguard the interests of the Company and I recognize that I am
expected to make new contributions and inventions of value to the
Company;
	 
	B.	 	My employment creates a relationship of confidence and trust between me and the Company with
respect to any information:






	 	1.	 	Applicable to the business of the Company: or
	 
	 	2.	 	Applicable to the business of any client or customer of the Company which may be made
known to me by the Company or by any client or customer of Company or learned by me during
the period of my employment.






	C.	 	The Company possesses and will continue to possess information that has been
created, discovered, developed, or otherwise become known to the Company (including without
limitation information created, discovered, developed, or made known by me during the period of
or arising out of my employment by the Company) and/or in which property rights have been
assigned or otherwise conveyed to the Company, which information has commercial value in the
business in which the Company is or may be engaged. All of the aforementioned information is
hereinafter called “Proprietary Information.” By way of illustration, but not limitation
Proprietary Information includes trade secrets, processes, formulas, data and know-how,
improvements, inventions, techniques, marketing plans, strategies, forecasts. and customer lists.






	 	 	In consideration of my employment or continued employment, as the case may be, by the
Company and the compensation received by me from the Company from
time to time. I
hereby agree as follows:






	 	1.	 	All Proprietary Information shall be the sole property of the Company and its assigns,
and the Company and its assigns shall be the sole owner of all patents and other rights,
title and interest in connection therewith. I hereby assign to the Company any and all
rights I may have or acquire in such Proprietary Information and/or patents. At all times,
both during my employment by the Company and after its termination, I will keep in
confidence and trust all Proprietary Information, and I will not use or disclose any
Proprietary Information or anything relating to it without the prior written consent of the
Company, except as may be necessary in the ordinary course of performing my duties as an
employee of the Company.
	 
	 	2.	 	I agree that, during the period of my employment by the Company, I will not, without
the Company’s express prior written consent, engage in any employment or consulting other
than for the Company. In the event of the termination of my
employment by me or by the Company for any reason, I will promptly deliver to the Company
all documents and data of any nature pertaining to my work with the Company and I will not
take with me any documents or data of any description or any reproduction of any
description containing or pertaining to any Proprietary Information.
	 
	 	3.	 	I will promptly and fully disclose to the Company, or any persons designated
by it. all improvements, inventions, formulas. processes, techniques, know-how, and data,
whether or not patentable, copyrightable, or otherwise protectable as property, made or
conceived or reduced to practice or learned by me, either alone or jointly with others,
during the period of my employment by the Company which are related to or useful in the
business of the Company, or result from tasks assigned me by the Company or result from use
of premises owned, leased, or contracted for by the Company (all said improvements,
inventions, formulas, processes, techniques, know-how, and data shall be collectively
hereinafter called “Inventions”). I agree to




 









 











	 	 	 	keep complete , accurate, and authentic accounts, notes, data, and records of all
Inventions in the manner and form requested by the Company, which accounts, notes, data, and
records shall be and remain the sole property of the Company. I agree to surrender the same
promptly to the Company upon its request or, in the absence of such a request, upon the
termination of my employment by the Company .






	 	4.	 	I agree that all Inventions are and shall be the sole property of the Company and
its assigns, and that the Company and its assigns shall be the sole owner of all patents
and other rights in connection therewith . I hereby assign to the Company any and all
rights I may have or acquire in or to such Inventions and patents. I further agree as to
all such Inventions to assist the Company in every proper way (but at the Company’s
expense) to obtain and from time to time enforce patents, including amendments, extensions, and continuations of said patents on said Inventions in any and all countries, and to
that end I will execute all documents for use in applying for and for obtaining such
patents, amendments, extensions. and continuations and enforcing same, as the Company may
desire , together with any assignments thereof to the Company or persons designated by it.
My obligation to assist the Company in obtaining and enforcing patents, amendments,
extensions, and continuations for such Inventions in any and all countries shall continue
beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company’s request on
such assistance.
	 
	 	5.	 	As a matter of record I attach hereto a complete list of all Inventions or
improvements relevant to the subject matter of my employment by the Company which have
been conceived, made, or reduced to practice by me, alone or jointly with others, prior
to my engagement by the Company which I desire to remove from the operation of this
Agreement. I covenant that such list is complete . If no such list is attached to this
Agreement, I represent that I have no such Inventions and improvements at the time of
signing this Agreement.
	 
	 	6.	 	I represent that my performance of all of the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in confidence
Proprietary Information acquired by me in confidence or in trust prior to my employment by
the Company. I have not entered into, and I agree that I will not enter into, any
agreement either written or oral, in conflict herewith.
	 
	 	7.	 	I understand that, as part of the consideration of the offer of employment extended to me
by the Company or of my continued employment by the Company, as the case may be, I will
not bring, have not brought, with me to the Company and I will not use, have not used, in
the performance of my responsibilities at the Company, materials or documents of a former
employer, unless I have obtained written authorization from the former employer for their
possession and use. Accordingly, this is to advise the Company that the only materials
that I will bring to the Company or use in my employment are identified on the attached
sheet (Exhibit A) and, as to each such item, I represent that I have obtained,
prior to the effective date of my employment with the Company, written authorization for
their possession and use in my employment with the Company . I also understand
that, in my employment with the Company . I am not to breach any obligation of
confidentiality that I have to former employers, and I agree that I shall fulfill all such
obligations during my employment with the Company .
	 
	 	8.	 	This Agreement shall be effective as of the first day of my employment by the
Company, namely: July 1, 2011. I understand and agree that this Agreement is not a
contract of employment and that my employment by the Company is, for all purposes, “at
will.”
	 
	 	9.	 	This Agreement shall be binding upon me, my heirs, executors, assigns ,
administrators, and other legal representatives and shall inure to the benefit of the
Company, its successors and assigns.





			
	 	 	 
	DATED: May 25, 2011
	 	Employee: [ILLEGIBLE]





ACCEPTED AND AGREED TO:



BIOCRYST PHARMACEUTICALS, INC.




	 	 	 	 	 
	 	 
	By:  	/s/  [ILLEGIBLE]
 	 
	 	AS ITS: Vice President of Human Resources 	 
	 



	 	 	 	 	 
	Dated:  	5/25/11
 	 
	 	BioCrys(Pharmaceuticals, Inc. 	 
	 	4505 Emperor Blvd., Suite 200

Durham, NC 27703 	 
	 




 









 




Dear
Sir,

I,
THOMAS R. STAAB, II propose to bring to my BioCryst employment the following tangible materials and previously unpublished
documents, which materials and documents may be used in my BioCryst employment:




	 	 	 	 	 

	þ No materials

	 	o See below
	 	o Additional sheets attached





The signature below by a representative of my current or former employer confirms that my
continued possession and use of these materials is authorized.



AUTHORIZATION:




	 	 	 	 	 
	 	 
	Signature:  	/s/ [ILLEGIBLE]
 	 
	 	Title: VP HR 	 
	 	Employer: [ILLEGIBLE]