EX-10.13



 Exhibit 10.13 

 
 



 
 August 1, 2008 
 Christopher Rusconi, Ph.D. 
 Dear Chris: 
 I am pleased to provide to you this letter regarding your continued employment as the Chief Scientific Officer of Regado Biosciences, Inc. (the “Company”). In this role, you will continue to
report to the Company’s Chief Executive Officer. 
 The key terms and conditions of your continued employment by the Company are listed
below: 
  

	 	•	 	 Effective as of July 31, 2008, your gross salary of $22,083.33 monthly (less taxes and authorized withholdings and deductions) consistent with the
Company’s normal payroll practices, which computes to $265,000.00 over a twelve-month period. 


  

	 	•	 	 You will continue to be eligible to participate in the Company’s Equity Compensation Plan. Option shares may be awarded by the Company’s
Board of Directors from time to time as determined by the Company’s Board of Directors. 


  

	 	•	 	 You will be eligible for an annual bonus with a target payment equal to twenty-five percent (25%) of the amount of base salary that you earn during the
applicable year. The actual amount of the annual bonus payouts will be determined by the Company’s Board of Directors in consultation with the Company’s Chief Executive Officer based upon the Company’s achievement of its
pre-established performance goals during the applicable year, as well as your achievement of individual objectives as determined by the Company’s Chief Executive Officer. Annual bonus payments, if and to the extent earned, will be made on March
1 of the year immediately following the year to which the bonus relates. With respect to each annual bonus, you must be employed with the Company as of December 31 in order to be eligible to receive a bonus for such year.



  

	 	•	 	 The Company will reimburse your reasonable business expenses in accordance with the Company’s business expense policy.



  

	 	•	 	 In the event your employment is terminated either (1) at any time by the Company (and its subsidiaries) without cause (as defined below) or by you for
good reason (as defined below), or (2) at any time or for any reason within the period 90 days prior to or twelve (12) months following a Change in Control, then (A) you will receive payments equal to the sum of twelve (12) months of salary, plus an
amount equal to your target bonus for the year in which your termination occurs (less taxes and authorized deductions), which 



  
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amounts to be paid over a period of one year in bi-monthly installments in accordance with the Company’s customary payroll practices (the “Severance Payments”); and (B) if you then
participate in the Company’s medical and/or dental plans and you timely elect to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company (or its
subsidiary) will pay monthly on your behalf a portion of the cost of such coverage for the twelve (12) months after the date of your termination, which payments will be equal to the amount of the monthly premium for such coverage less the amount
that you would have been required to pay if you had remained an active employee of the Company. The Severance Payments will commence to be paid as follows: with respect to a termination pursuant to clause (1) above, on the 60th day following the
termination of your employment; and with respect to a termination pursuant to clause (2) above, on the 60th day following the later occur of the applicable Change in Control (subject to and contingent upon such event actually occurring), and the
termination of your employment, and in each case subject to the execution of a release of claims as set forth below. Each of the Severance Payments shall be treated as a separate payment for purposes of Code Section 409A.



  

	 	•	 	 As used in this letter, ”cause” will be defined as: (i) a material act or act of fraud committed by you that is intended to result in your
personal enrichment to the detriment or at the expense of the Company; (ii) you are convicted of a felony; (iii) gross negligence or willful misconduct by you, or failure by you to perform the duties or obligations reasonably assigned to you by the
Company’s Board of Directors or Chief Executive Officer from time to time, which is not cured upon ten (10) days prior written notice (unless such negligence, misconduct or failure is not susceptible of a cure); or (iv) you violate the
Company’s Proprietary Information, Inventions and Noncompetition Agreement signed in conjunction with this letter as described below. As used in this letter, “good reason” will be defined as: (i) your base salary is decreased more
than ten percent (10%) without your consent, unless the salaries of all employees at a similar management level are reduced simultaneously, (ii) your place of work is moved more than twenty-five (25) miles from its current location without your
consent, or (iii) your title or responsibilities are materially diminished without your consent; provided, however, you will be deemed to consent to the action of the Company if you do not notify the Company in writing of your intent to leave for
good reason within thirty (30) days of such action, and upon such notice to the Company, the Company shall have fifteen (15) days to take corrective action to eliminate the good reason. As used in this letter, “Change in Control” shall
have the meaning set forth in the Regado Biosciences, Inc. Special Incentive Plan. 


  

	 	•	 	 In the event of any termination of this letter and your employment with the Company and its subsidiaries, for any other reason or under any other
circumstances, the Company will have no obligation or liability with respect to any obligations described above. As you will be employed as an at-will employee, the Company may terminate your employment at any time. 



 

	 	•	 	 You will continue to be eligible for the Company’s benefits plan(s) offered or provided by the Company from time to time, subject to any vesting
requirements that may be imposed by any such benefit plan. 


  

	 	•	 	 You will be entitled to paid vacation in accordance with the Company’s vacation policies in effect for the Company’s executive team during
your employment. 



  
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	 	•	 	 You will be responsible for all taxes assessed against you with respect to the compensation and benefits described in this letter, and the Company
makes no representations as to the tax treatment of such compensation and benefits. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), the Company reserves the right to modify this letter to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions
of Code Section 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Code Section 409A(a)(1). Notwithstanding, to the extent the Company determines that you are a “specified employee” to whom
Code Section 409A(a)(2)(B)(i) applies with respect to any of the compensation and/or benefits described above, the Company will delay the payment of such compensation and/or the provision of such benefits until the date that is six months after the
date of your separation from service (within the meaning of section 409A of the Code). 


  

	 	•	 	 In order to receive the Severance Payments, you must execute a separation agreement and general release in a customary form as is determined to be
reasonably necessary by the Company in its good faith and reasonable discretion by no later than the 60th day following your termination of employment. Notwithstanding anything to the contrary contained in this letter, the Company’s obligations
to provide you with any severance will immediately cease if you breach any of the provisions of the Company’s Proprietary Information, Inventions and Noncompetition Agreement or any other agreement you have with the Company, or if any provision
of those agreements is determined to be unenforceable, to any extent, by a court or arbitration panel, whether by preliminary or final adjudication. 


  

	 	•	 	 You represent that you continue to be free to accept employment with the Company without any contractual restrictions, express or implied, with respect
to any of your prior employers and/or positions, and you understand that continued employment at the Company are contingent on the accuracy of this representation. 



 

	 	•	 	 You agree to be bound by and to comply fully with all Company policies and procedures for employees, including but not limited to, all terms and
conditions set forth in the Company’s employee handbook, compliance manual and any other memoranda and communications applicable to you pertaining to policies, procedures, rules and regulations, as currently in effect and as may be amended from
time to time. These policies and procedures include, among other things and without limitation, your obligations to comply with Company rules regarding confidential and proprietary information and trade secrets, and to furnish accurate and complete
information to the Company in connection with your employment. 


  

	 	•	 	 Upon execution of this letter by you, the Founder Employment Agreement, dated as November 22, 2004, will be terminated effective immediately and
will be of no further force or effect. 


  

	 	•	 	 This letter agreement is intended to comply with the requirements of Code Section 409A and regulations promulgated thereunder. To the extent that any
provision in this letter agreement is ambiguous as to its compliance with Code Section 409A, the provision shall 



  
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be read in such a manner so that no payments due under this letter agreement shall be subject to an “additional tax” as defined in Code Section 409A(a)(1)(B). In no event may you,
directly or indirectly, designate the calendar year of payment. All reimbursements provided under this letter agreement shall be made or provided in accordance with the requirements of Code 409A, including, where applicable, the requirement that (i)
any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this letter agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses
eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to
reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, you shall not be considered to have terminated employment with the Company for purposes of becoming eligible for
Severance Payments unless you would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). 



This letter will be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company. This letter will also be binding upon, inure to the benefit of and be enforceable by the parties hereto and their successors and assigns. You may not assign or otherwise transfer any of your rights or
interests in this letter without the prior written agreement of the Company. Upon assignment by the Company to a successor, all of the rights and obligations of the parties under this letter will remain in effect except that the rights and
obligations of the Company will become rights and obligations of the successor (and references herein to the Company will refer instead to the successor). 
 Nothing in this letter is intended to create a fixed term of employment at the Company or to guarantee your employment with the Company. Your employment with the Company is on an at will basis, meaning
that the Company will be free to terminate your employment at any time, with or without cause and with or without notice, and that you will be free to terminate your employment at any time. 
 In connection with the execution and delivery of this letter, you will be required to sign the Company’s Proprietary Information, Inventions and Noncompetition Agreement, which will preclude your
employment by, or active participation in, any competitor of the Company for up to one (1) year after termination of employment with the Company. You acknowledge and agree that this letter provides consideration to you to which you are not otherwise
currently entitled. 
 On behalf of the Company, I trust you will find these terms of employment acceptable and look forward to continuing to
have you as a valued member of the Company’s management team. Please give me a call for any clarification of this letter. 
 Kindly
indicate your acceptance of this offer by signing the original offer letter, the Proprietary Information, Inventions and Noncompetition Agreement, and by returning them in the enclosed envelope. Please retain the duplicate copies for your records.

 Thank you for your keen interest in the Company. 

  
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	Sincerely,
	
	 /s/ David J. Mazzo

	David J. Mazzo
	CEO

 Enclosures as stated 
  

									
	ACCEPTED:	 	 /s/ Christopher Rusconi, Ph.D.
	 		 	DATE:	 	 01AUG 2008

		 	Christopher Rusconi, Ph.D.	 		 		 	


  
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