exv10w87






EXHIBIT 10.87




September 10, 2008




Josh Franklin

9020 Harvest Run Drive

O’Fallon, MO 63368




               Re: Terms of Employment



Dear Josh:




          We are pleased to inform you that after careful consideration, Cornerstone Pharmaceuticals,
Inc. (the “Company”) has decided to make you this offer of Employment. This letter sets forth the
terms of the offer which, if you accept, will govern your employment.



          Position; Duties. Your position will be Vice President, Marketing. Your position is
based in the Cary, NC office area and reports to the President/CEO. Your duties and
responsibilities will be as designated by the Company, with an initial focus on directing all
aspects of the Marketing functions.



          Full Time Employment. The employment term will begin on Monday, September 29, 2008.



          Compensation. Your compensation will be $210,000 a year, paid bi-weekly, consistent
with the Company’s payroll practices. Your package will include participation in health, life and
disability insurance, and 401(k) plans of the Company pursuant to their terms as may be amended by
the Company from time to time. You will be entitled to 3 weeks paid vacation (equivalent of 15
business days) for each year of full employment. Vacation for the remainder of 2008 will be
prorated, based upon your date of hire. You will receive a monthly car allowance in the amount of
$850.00, plus reimbursement for gasoline expenses.



          Options. You will be granted 300,000 options to acquire shares of the Company’s
Common Stock, vesting over a four (4) year term with one (1) year cliff vesting for 1/4 of the
options. The options will be granted in accordance with the Company’s Stock Option Plan. Strike
price will be established at close of pending merger agreement with Critical Therapeutics.



          Bonus. You will be eligible to participate in the Company’s bonus program at a
target bonus of 35% and is contingent upon your meeting certain



 









 







performance requirements and goals as established and agreed upon between yourself and your manager
in accordance with the Company’s overall plan, which may be amended from time to time. Bonus paid
for work performed during calendar year 2008 will be prorated, based on date of hire.



          Relocation. You will be eligible to participate in the Company’s relocation
assistance program which includes reimbursement for the actual costs of your immediate family’s
relocation expenses including: moving expenses for household goods; travel, lodging and meal
expenses while en route to the new location; storage fees, temporary living, locating a new home,
and reimbursement for closing costs and related expenses. The company will also pay the federal
and local income taxes required on the gross up of this benefit.



          You agree to make reasonable efforts to complete your relocation process by June 30, 2009.
Prior to completion of relocation, your presence in the Cary, NC corporate office will be
determined and agreed upon with your manager.



          Employment at Will. Our employment relationship is terminable at will, which means
that either you or the Company may terminate your employment at any time, and for any reason or for
no reason.



          Confidentiality and Invention Assignment Agreement. You will be subject to the
Company’s Confidentiality and Invention Assignment Agreement, which is enclosed with this letter,
and must be signed and returned by you before any employment relationship will be effective.



          Certain Acts. During employment with the Company, you will not do anything to compete
with the Company’s present or contemplated business, nor will you plan or organize any competitive
business activity. You will not enter into any agreement, which conflicts with your duties or
obligations to the Company. You will not during your employment or within one (1) year after it
ends, without the Company’s express written consent, directly or indirectly solicit or encourage
any employee, agent, independent contractor, supplier, customer, consultant or any other person or
company to terminate or alter a relationship with the Company.



          No Inconsistent Obligations. You represent that you are aware of no obligations legal
or otherwise, inconsistent with the terms of this Agreement or with your undertaking employment
with the Company. You will not disclose to the Company, or use, or induce the Company to use, any
proprietary information or trade secrets of others. You represent and warrant that you have
returned all proprietary and confidential information belonging to all prior employers.



          Reference/Background Check/Drug Screening.  The offer described in this letter is
contingent upon receiving favorable results from your reference/background check. In addition, you
will be required to complete a successful drug screening. The drug screening must be completed
before your employment commences.



          Miscellaneous. Upon your acceptance, this letter will contain the entire agreement
and understanding between you and the Company and supersedes any prior or



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contemporaneous agreements, understandings, term sheets, communications, offers, representations,
warranties, or commitments by or on behalf of the Company (oral or written). The terms of your
employment may in the future be amended, but only by writing and which is signed by both you and,
on behalf of the Company, by a duly authorized executive officer. In making this offer, we are
relying on the information you have provided us about your background and experience, including any
information provided us in any Employment Application that you may have submitted to us. The
language in this letter will be construed as to its fair meaning and not strictly for or against
either of us. The party prevailing in any dispute between us shall be awarded reasonable
attorney’s fees and cost from the non-prevailing party. In the event a dispute does arise, this
letter, including the validity, interpretation, construction and performance of this letter, shall
be governed by and construed in accordance with the substantive laws of the State of North
Carolina. Jurisdiction for resolution of any disputes shall be solely in Cary, North Carolina.



          If these terms are acceptable, please sign in the space provided below and return this letter
to us. Again, we’re very excited to have you join the Company.



	 	 	 	 	 
	 	Yours truly,

 	 
	 	/s/ Rhonda P. Downum
 	 
	 	Rhonda P. Downum 	 
	 	Sr. Manager, Human Resources

Cornerstone BioPharma, Inc. 	 
	 



Agreed and Accepted:




	 	 	 	 	 
	/s/ Josh Franklin
 	 	 
	Josh Franklin 	 	 
	 
	9/12/08
 	 	 
	Date 	 	 
	 




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