exv10w65






Exhibit 10.65




AMENDMENT TO CHIEF EXECUTIVE OFFICER

EMPLOYMENT AGREEMENT




     This SECOND AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (“Amendment”), dated
as of December 31, 2008, is between La Jolla Pharmaceutical Company, a Delaware corporation, with
its principal place of business located at 6455 Nancy Ridge Drive, San Diego, California 92121 (the
“Employer”), and Deirdre Y. Gillespie (the “Employee”).



     WHEREAS, the Employee is currently employed as President and Chief Executive Officer of the
Employer under a Chief Executive Officer Employment Agreement dated as of March 15, 2006 (the
“Agreement”); and



     WHEREAS, the Board of Directors (the “Board”) of Employer, pursuant to Board approval on
December 24, 2008, has authorized changes to employment documentation in order to conform to the
provisions of IRC Section 409A relating to nonqualified deferred compensation arrangements and the
parties hereto consider it appropriate that the Agreement be amended to reflect such arrangements;



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Employer and the
Employee agree to the following amendment to the Agreement. Capitalized terms used in this
Amendment that are not otherwise defined shall have the same meanings as in the Agreement, provided
that the terms “Employer” and the “Company” shall be used interchangeably in the Agreement and this
Amendment.




1. Section 2(b) of the Agreement is hereby deleted in its entirety and replaced with the
following:




          “(b) Determination of Bonus. The amount of Executive’s bonus will be determined after the
close of the Company’s fiscal year and paid out in the following year. To be eligible to receive a
bonus, Executive must remain in employment with the Company throughout the entire fiscal year.
Notwithstanding the foregoing, but subject to Section 2.3(c) below, in the event that Executive is
terminated without Cause, as a result of a Constructive Termination or in connection with a Change
in Control, the amount of Executive’s bonus, if any, will be determined after the occurrence of
such event and will be paid to Executive promptly thereafter. In the case of a Change in Control,
the Board agrees to consider whether to pay Executive a bonus.”




2. Section 5.2(d) of the Agreement is hereby deleted in its entirety and replaced with the
following:




          “(d) Termination by the Executive. The Executive may terminate her employment hereunder at
any time for any reason, including but not limited to a Constructive Termination. For purposes of
this Agreement, a



 









 






‘Constructive Termination’ shall mean that the Executive has complied with the ‘Good Reason
Process’ (hereinafter defined) following the occurrence of any of the following events: (i) a
material diminution in the Executive’s responsibilities, authority or duties; (ii) a material
diminution in the Executive’s Base Salary except for across-the-board salary reductions based on
the Company’s financial performance similarly affecting all or substantially all senior management
employees of the Company; (iii) a material change in the geographic location at which the Executive
provides services to the Company; or (iv) the material breach of this Agreement by the Company.
‘Good Reason Process’ shall mean that (i) the Executive reasonably determines in good faith that
one of the events covered in the preceding sentence has occurred; (ii) the Executive notifies the
Company in writing of the first occurrence of such event within 60 days of the first occurrence of
such event; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period
not less than 30 days following such notice (the ‘Cure Period’), to remedy the event; (iv)
notwithstanding such efforts, such event continues to exist; and (v) the Executive terminates her
employment within 60 days after the end of the Cure Period. If the Company cures the event during
the Cure Period, the Executive may not have a Constructive Termination.”




3. Section 5.3(b) of the Amendment No. 1 is hereby deleted in its entirety and replaced
with the following:




     “Severance Payment. In the event the Company terminates Executive’s employment without
Cause or if Executive terminates her employment due to a Constructive Termination, and provided
that Executive timely executes and delivers a Release Agreement to the Company, Executive shall be
entitled to a lump sum severance payment equal to one and one-half times Executive’s then current
annual base salary (the ‘Standard Severance Payment’) on the 30th day after
termination.”




4. Section 5.3((e)(i)) of the Agreement is hereby deleted in its entirety and replaced with the
following:




          “(i) no such payment will be made under this Agreement until the earlier of (A) the date which is
six months and one day after her separation from service or (B) the date of the Executive’s death.”




5. No Other Amendment. Except as otherwise set forth herein, the Agreement shall
not be otherwise amended and remains in full force and effect.



 









 





     IN WITNESS WHEREOF, the Employer and Employee have executed this Amendment 2 as of the day set
forth above.



	 	 	 	 	 	 	 
	 	 	LA JOLLA PHARMACEUTICAL COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert A. Fildes	 	 
	 

	 	 	 	 

Robert A. Fildes
	 	 
	 

	 	 	 	Chairman of the Compensation Committee	 	 
	 

	 	 	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Deirdre Y. Gillespie
 

Deirdre Y. Gillespie