Prepared and filed by St Ives Burrups






Exhibit 10.1


Savient Pharmaceuticals, Inc.

 

 

Employment Agreement 

for 

Philip K. Yachmetz 


  Senior
  Vice President, General Counsel & Corporate Secretary



May 27, 2004









	Contents	 
	
	

	 	 
	Article 1. Term of Employment	1
	 	 
	Article 2. Definitions	1
	 	 
	Article 3. Position and Responsibilities	4
	 	 
	Article 4. Standard of Care	4
	 	 
	Article 5. Compensation	5
	 	 
	Article 6. Expenses	6
	 	 
	Article 7. Employment Terminations	6
	 	 
	Article 8. Change in Control	12
	 	 
	Article 9. Assignment	14
	 	 
	Article 10. Legal Fees and Notice	15
	 	 
	Article 11. Confidentiality and Noncompetition	15
	 	 
	Article 12. Outplacement Assistance	16
	 	 
	Article 13. Miscellaneous	16
	 	 
	Article 14. Governing Law	17
	 	 



May 27, 2004










Employment Agreement 



This Agreement is made, entered into, and is effective as of the Effective Date, by and between the Company and the Executive.




Article 1. Term of Employment 


	1.1	The Company
        hereby agrees to employ the Executive and the Executive hereby agrees
        to serve the Company in accordance with the terms and conditions set
        forth herein, for a period of three (3) years, commencing as of the Effective
    Date. 
	 	 
	1.2	Commencing
        on
the third (3rd)
anniversary of the Effective Date, and each anniversary thereafter, the term
of this Agreement shall automatically be extended for one (1) additional year,
unless at least ninety (90) days prior to such anniversary, the Company or the
Executive shall have given notice in accordance with Section 10.2 hereof that
it or he does not wish to extend the term of the Agreement. 



Article 2. Definitions 


	2.1 	“Agreement” means
    this Employment Agreement. 
	 	 
	2.2 	“Annual
          Bonus” means
          the annual bonus to be paid to the Executive in accordance with the
    Company’s annual bonus program as described in Section 5.3 herein. 
	 	 
	2.3	“Base
          Salary” means
          the salary of record paid to the Executive as annual salary, pursuant
          to Section 5.2, excluding amounts received under incentive or other
    bonus plans, whether or not deferred. 
	 	 
	2.4	“Beneficial
          Owner” shall
          have the meaning ascribed to such term in Rule 13d-3 of the General
    Rules and Regulations under the Securities Exchange Act.  
	 	 
	2.5 	“Beneficiary” means
        the persons or entities designated or deemed designated by the Executive
    pursuant to Section 13.6 herein. 
	 	 
	2.6	“Board” or “Board
          of Directors” means
    the Board of Directors of the Company. 
	 	 
	2.7	“Cause” means: 
	 	 	 
	 	(a)	Executive
        materially breached any of the terms of this Agreement and failed to
        correct. such breach within fifteen (15) days after written notice thereof
    from the Company;
	 	 	 
	 	(b)	Executive
        has been convicted of a criminal offense involving a felony giving rise
    to a sentence of imprisonment;
	 	 	 
	 	(c)	Executive
        has breached a fiduciary trust for the purpose of gaining a personal
    profit, including, without limitation, embezzlement; or



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	 	(d)	Despite
      adequate warnings, Executive intentionally and willfully failed to perform
      reasonably assigned duties within the normal and customary scope of the
      Position.



	 	 	 
	2.8	“Change
      in Control” or “CIC” of
      the Company shall be deemed to have occurred as of the first day that any
      one or more of the following conditions is satisfied:
	 	 	 
	 	(a)	Any
      consolidation or merger in which the Company is not the continuing or surviving
      entity or pursuant to which shares of the Common Stock would be converted
      into cash, securities, or other property, other than (i) a merger of the
      Company in which the holders of the Common Stock immediately prior to the
      merger have the same proportionate ownership of common stock of the surviving
      corporation immediately after the merger, or (ii) a consolidation or merger
      which would result in the voting securities of the Company outstanding immediately
      prior thereto continuing to represent (by being converted into voting securitie
      s of the continuing or surviving entity) more than 50% of the combined voting
      power of the voting securities of the continuing or surviving entity immediately
      after such consolidation or merger and which would result in the members
      of the Board immediately prior to such consolidation or merger (including
      for this purpose any individuals whose election or nomination for election
      was approved by a vote of at least two-thirds of such members) constituting
      a majority of the Board (or equivalent governing body) of the continuing
      or surviving entity immediately after such consolidation or merger;
	 	 	 
	 	(b)	Any
      sale, lease, exchange, or other transfer (in one transaction or a series
      of related transactions) of all or substantially all the Company’s
      assets;
	 	 	 
	 	(c)	The
      Company’s stockholders approve any plan or proposal for the liquidation
      or dissolution of the Company;
	 	 	 
	 	(d)	Any
      Person shall become the Beneficial Owner of forty (40) percent or more of
      the Common Stock other than pursuant to a plan or arrangement entered into
      by such Person and the Company; or
	 	 	 
	 	(e)	During
      any period of two consecutive years, individuals who at the beginning of
      such period constitute the entire Board of Directors shall cease for any
      reason to constitute a majority of the Board unless the election or nomination
      for election by the Company’s stockholders of each new director was
      approved by a vote of at lest two-thirds of the directors then still in
      office who were directors at the beginning of the period.
	 	 	 
	2.9	“CIC
      Severance Benefits” means
      the payment of severance compensation associated with a Qualifying Termination
      occurring subsequent to a Change in Control, as described in Section 8.3.
	 	 	 
	2.10	“Code”
      means
      the United States Internal Revenue Code of 1986, as amended.
	 	 	 
	2.11	“Common
      Stock” means
      the common stock of the Company, $.01 par value.
	 	 	 
	2.12	“Compensation
      Committee” means
      the Compensation and Stock Option Committee of the Board, or any other committee
      appointed by the Board to perform the functions of such committee.
	 	 	 
	2.13	“Company”
      means
      Savient Pharmaceuticals, Inc., a Delaware corporation, or any Successor
      Company thereto as provided in Section 9.1 herein. 



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	2.14 	“Director”
      means any individual who is a member of the Board of Directors of the Company.
       
	 	 	 	 
	2.15 
      	 “Disability”
      or “Disabled”
      means for all purposes of this Agreement, the meaning ascribed to such term
      in the Company’s long-term disability plan, or in any successor to
      such plan.  
	 	 	 	 
	2.16 
      	 “Effective
      Date”
      means May
      28, 2004.
       
	 	 	 	 
	2.17 
      	 “Effective
      Date of Termination” means
      the date on which a termination of the Executive’s employment occurs.
       
	 	 	 	 
	2.18 
      	 “Employment
      Date” means
      May
      28, 2004.
       
	 	 	 	 
	2.19 	 “Executive”
      means
      Philip K. Yachmetz who, as of the Effective Date, resides at 4 Valley Forge
      Road, Oakland, New Jersey 07436-2330.  
	 	 	 	 
	2.20 
      	 “Good
      Reason” shall
      mean, without the Executive’s express written consent, the occurrence
      of any one or more of the following:  
	 	 	 	 
	 	(a)	Reducing
      the Executive’s Base Salary;
	 	 	 	 
	 	(b)	A
      material diminution of the scope or authority of Executive’s position,
      duties or responsibilities as in effect for the preceding six (6) months;
	 	 	 	 
	 	(c)	Failing
      to maintain Executive’s amount of benefits under or relative level
      of participation in the Company’s employee benefit or retirement plans,
      policies, practices, or arrangements in which the Executive participates
      as of the Effective Date of this Agreement, including any perquisite program;
      provided, however, that any such change that applies consistently to all
      executive officers of the Company or is required by applicable law shall
      not be deemed to constitute Good Reason;
	 	 	 	 
	 	(d)	Failing
      to require any Successor Company to assume and agree to perform the
      Company’s
      obligations hereunder; 
	 	 	 	 
	 	(e)	The
      occurrence of any one or more of the following events on or after the announcement
      of the transaction which leads to the CIC and up to twenty-four (24) calendar
      months following the effective date of a CIC:
	 	 	 	 
	 	 	(1)	Requiring
      Executive to be based at a location that requires the Executive to travel
      at least an additional thirty-five (35) miles per day;
	 	 	 	 
	 	 	(2)	Requiring
      Executive to report to a position which is at a lower level than the highest
      leve l to which Executive reported within the six (6) months prior to the
      CIC;
	 	 	 	 
	 	 	(3)	Demoting
      Executive to a level lower than Executive’s level in the Company as
      of the Effective Date; or
	 	 	 	 
	 	 	(4)	A material
      diminution of the scope or authority of Executive’s position, duties
      or responsibilities as in effect immediately prior to the effective date
      of a CIC.
	 	 	 	 
	2.21	 “Notice
           of Termination” means
            a written notice
      which
       shall indicate the specific termination provision in this Agreement relied

      upon, and shall set forth in reasonable detail the
       facts and circumstances claimed to provide a basis for termination of
      the
      Executive’s employment under the provisions so indicated, and, where
       applicable, shall specifically include notice pursuant to Section 1.2
      that
      Company has elected not to renew this Agreement. 




 
  3 









	2.22 	 “Person”
      shall
      have the meaning ascribed to such term in Section 3(a)(9) of the Securities
      Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group”
      as defined in Section 13(d) thereof.  
	 	 	 
	2.23 
      	 “Position”
      shall have the meeting ascribed to it in Section3.1.  
	 	 	 
	2.24 	 “Qualifying
      Termination”
      means any of the events described in Section 8.2 herein, the occurrence
      of which triggers the payment of CIC Severance Benefits hereunder.
       
       
	 	 	 
	2.25	 “Securities
      Exchange Act” means
      the United States Securities Exchange Act of 1934, as amended.  
	 	 	 
	2.26	 “Service
      Multiple” shall
      have the meaning ascribed to it in Section 7.4(c).  
	 	 	 
	2.27	 “Severance
      Benefits” means
      the payment of severance compensation as provided in Sections 7.4 and 7.6
      herein, and not payable due to a Change in Control of the Company. 
    
	 	 	 
	2.28	 “Successor
      Company” shall
      have the meaning ascribed to it in Section 9.1.  
	 	 	 
	2.29 	 “Term”
      shall
      mean that period of time commencing on the Effective Date and ending on
      the Effective Date of Termination.  
	 	 
	 Article
      3. Position and Responsibilities  
	 	 	 
	3.1 	 During
      the term of this Agreement, the Executive agrees to serve as Senior Vice
      President, General Counsel and Corporate Secretary of the Company or in
      such other position which Executive shall agree to accept or to which Executive
      shall be promoted during the Term and Executive shall report directly to
      the Chief Executive Officer or such other position which is at a higher
      position or level in the Company than Executive and as shall be determined
      by the Chief Executive Officer in his sole discretion, and shall maintain
      the level of duties and responsibilities as in effect as of the Effective
      Date, or such higher level of duties and responsibilities as Executive may
      be assigned during the Term (the “Position”). 
	 	 
	 Article
      4. Standard of Care  
	 	 	 
	4.1	 
      During the term of this Agreement, the Executive agrees to devote substantially
      his full time, attention, and energies to the Company’s business and
      shall not be engaged in any other business activity, whether or not such
      business activity is pursued for gain, profit, or other pecuniary advantage
      unless such business activity is approved by the Compensation Committee
      (or, in the event the Compensation Committee ceases to exist, the Board).
      However, subject to Article 11 herein and approval by the Compensation Committee
      (or the Board, as the case may be), the Executive may serve as a director
      of other companies so long as such service is not injurious to the Company.
    




 
  4 









Article
  5. Compensation

	5.1	 As
        remuneration for all services to be rendered by the Executive during
        the term of this Agreement, and as consideration for complying with the
        covenants herein, the Company shall pay and provide to the Executive
    those items set forth in Sections 5.2 through 5.8.
	 	 	 
	5.2	Base
      Salary. The
      Company shall pay the Executive a Base Salary in an amount which shall be
      established from time to time by the Board of Directors of the Company or
      the Board’s designee; provided, however, that such Base Salary shall
      not be less than TWO-HUNDRED-NINETY-THOUSAND DOLLARS (US$290,000) per year.
	 	 	 
	 	(a)	This Base
        Salary shall be paid to the Executive in equal installments throughout
    the year, consistent with the normal payroll practices of the Company.
	 	 	 
	 	(b)	The Base
        Salary shall be reviewed at least annually following the Effective Date
        of this Agreement, while this Agreement is in force, to ascertain whether,
        in the judgment of the Board or the Board’s designee, such Base
        Salary should be increased based primarily on the performance of the
        Executive during the year. If so increased, the Base Salary as stated
        above shall, likewise, be increased for all purposes of this Agreement
    and shall not, in any event, be decreased in any year.
	 	 	 
	5.3	Annual
      Bonus. In
      addition to his Base Salary, the Executive shall be entitled to participate
      in the Company’s annual short-term incentive program, as such program
      may exist from time to time, at a level commensurate with the Position.
      The percentage of Base Salary targeted as annual short-term incentive compensation
      shall be established for the Position by the Company’s Compensation
      Committee in its sole discretion (the “targeted Annual Bonus award”).
      Executive acknowledges that the amount of annual short-term incentive, if
      any, to be awarded shall be at the sole discretion of the Company’s
      Compensation Committee, may be less or more than the targeted Annual bonus
      award, and will be based on a number of factors set in advance by the Compensation
      Committee for each calendar year, including the Company’s performance
      and the Executive’s individual performance. Nothing in this Section
      5.3 shall be construed as obligating the Company or the Board to refrain
      from changing, and/or amending the short-term incentive program, so long
      as such changes are equally applicable to all executive employees in the
      Company.
	 	 	 
	5.4	Long-Term
          Incentives. The
           Executive shall be eligible to participate in the Company’s long-term
            incentive plan, as such shall be amended or superseded from time
           to time
      provided, however, that nothing in this Section 5.4 shall be construed
            as obligating the Company or the Board to refrain from changing,
           and/or
      amending the long-term incentive plan, so long as such changes are equally
            applicable to all executive employees in the Company.
	 	 	 
	5.5 	Retirement
      Benefits. The
      Company shall provide to the Executive participation in any Company qualified
      defined benefit and defined contribution retirement plans as may be established
      during the term of this Agreement; provided, however, that nothing in this
      Section 5.5 shall be construed as obligating the Company to refrain from
      changing, and/or amending the nonqualified retirement programs, so long
      as such changes are equally applicable to all executive employees in the
      Company.
	 	 	 
	5.6	Employee
      Benefits. During
      the Term, and as otherwise provided within the provisions of each of the
      respective plans, the Company shall provide to the Executive all benefits
      to which other executives and employees of the Company are entitled to receive,
      as commensurate with the Position, subject to the eligibility requirements
      and other provisions of such arrangements as applicable to executives of
      the Company generally. 


5







	 	(a)	Such benefits
      shall include, but shall not be limited to, group term life insurance, health,
      dental and life insurance, and short-term and long-term disability.
	 	 	 
	 	(b)	The Executive
      shall likewise participate in any additional benefit as may be established
      during the term of this Agreement, by standard written policy of the Company.
	 	 	 
	5.7	Vacation. The
      Executive shall be entitled to such paid vacation as is customary for the
      Position in corporate institutions of similar size and character, but in
      any event not less than twenty (20) paid vacation days during each calendar
      year; provided, however, that without prior written approval, Executive
      may carry forward into the next year no more than ten (10) unused vacation
      days from the current year. 
	 	 	 
	5.8	Perquisites. The
      Company shall provide to the Executive, at the Company’s expense, all
      perquisites which the Board may determine from time to time to provide;
      provided, however, that nothing in this Section 5.8 shall be construed as
      obligating the Company or the Board to refrain from changing, and/or amending
      the perquisite program, so long as such changes are equally applicable to
      all executive employees in the Company. 
	 	 	 
	5.9	 Right
      to Change Plans. The
      Company shall not be obligated to institute, maintain, or refrain from changing,
      amending, or discontinuing any benefit plan, program, or perquisite, so
      long as such changes are equally applicable to all executive employees in
      the Company. 


 Article
  6. Expenses

	6.1	Upon presentation
      of appropriate documentation, the Company shall pay, or reimburse the Executive
      for all ordinary and necessary expenses, in a reasonable amount, which the
      Executive incurs in performing his duties under this Agreement including,
      but not limited to, travel, entertainment, professional licensing fees,
      dues and subscriptions, and all dues, fees, and expenses associated with
      membership in various professional, business, and civic associations and
      societies.  


 Article
  7. Employment Terminations

	7.1	Termination
      Due to Death. In
      the event the Executive’s employment is terminated while this Agreement
      is in force by reason of death, the Company’s obligations under this
      Agreement shall immediately expire. Notwithstanding the foregoing, the Company
      shall be obligated to pay to the Executive the following: 
	 	 	 
	 	(a)	Base Salary
      through the Effective Date of Termination;
	 	 	 
	 	(b)	An amount
      equal to the Executive’s unpaid targeted Annual Bonus award, established
      for the fiscal year in which such termination is effective, multiplied by
      a fraction, the numerator of which is the number of completed days in the
      then-existing fiscal year through the Effective Date of Termination, and
      the denominator of which is three hundred sixty-five (365);  



6










	 	(c)

    	All
      outstanding long-term incentive awards shall be subject to the treatment
      provided under the applicable long-term incentive plan of the Company;
	 	 	 
	 	(d)

    	Accrued
      but unused vacation pay through the Effective Date of Termination; and
	 	 	 
	 	(e)

    	All
         other rights and benefits the Executive is vested in, pursuant to other

      plans and programs of the Company.
	 	 	 
	 	(f)

    	The
      benefits described in Sections 7.1(a) and (d) shall be paid in cash to the
      Executive in a single lump sum as soon as practicable following the Effective
      Date of Termination, but in no event beyond thirty (30) days from such date.
      All other payments due to the Executive upon termination of employment,
      including those in Sections 7.1(b) and (c), shall be paid in accordance
      with the terms of such applicable plans or programs.
	 	 	 
	 	(g)

    	With
      the exception of the covenants contained in Articles 9 and 14 and Sections
      7.1(f), 13.3, 13.5, and 13.7 herein (which shall survive such termination),
      the Company and the Executive thereafter shall have no further obligations
      under this Agreement.
	 	 	 
	7.2 	 Termination
      Due to Disability. In
      the event that the Executive becomes Disabled during the term of this Agreement
      and is, therefore, unable to perform his duties herein for more than one
      hundred eighty (180) total calendar days during any period of twelve (12)
      consecutive months, or in the event of the Board’s reasonable expectation
      that the Executive’s Disability will exist for more than a period of
      one hundred eighty (180) calendar days, the Company shall have the right
      to terminate the Executive’s active employment as provided in this
      Agreement. 
	 	 	 
	 	(a)	The
      Board shall deliver written notice to the Executive of the Company’s
      intent to terminate for Disability at least thirty (30) calendar days prior
      to the Effective Date of Termination.
	 	 	 
	 	(b)	Such
      Disability to be determined by the Board of Directors of the Company upon
      receipt of and in reliance on competent medical advice from one (1) or more
      individuals, selected by the Board, who are qualified to give such professional
      medical advice.
	 	 	 
	 	(c)	A
      termination for Disability shall become effective upon the end of the thirty
      (30) day notice period unless prior to the expiration of such thirty (30)
      day notice period Executive returns to work with medical documentation of
      his fitness to resume his duties determined to be acceptable by the Board
      of Directors in their sole discretion. Upon the Effective Date of Termination,
      the Company’s obligations under this Agreement shall immediately expire.
	 	 	 
	 	(d)	Notwithstanding
      the foregoing, the Company shall be obligated to pay to the Executive the
      following:
	 	 	 
	 	 	(1)    	Base
      Salary through the Effective Date of Termination;
	 	 	 	 
	 	 	(2)    	An
      amount equal to the Executive’s unpaid targeted Annual Bonus award,
      established for the fiscal year in which the Effective Date of Termination
      occurs, multiplied by a fraction, the numerator of which is the number of
      completed days in the
      then-existing fiscal year through the Effective Date of Termination, and
      the denominator of which is three hundred sixty-five (365); 



7









	 	 	(3)	All outstanding
      long-term incentive awards shall be subject to the treatment provided under
      the applicable long-term incentive plan of the Company;
	 	 	 	 
	 	 	(4)	Accrued
      but unused vacation pay through the Effective Date of Termination; and
	 	 	 	 
	 	 	(5)	All other
      rights and benefits the Executive is vested in, pursuant to other plans
      and programs of the Company.
	 	 	 	 
	 	(e)	The
      benefits described in Sections 7.2(d)(1) and (d)(4) shall be paid in cash
      to the Executive in a single lump sum as soon as practicable following the
      Effective Date of Termination, but in no event beyond thirty (30) days from
      such date. All other payments due to the Executive upon termination of employment,
      including those in Sections 7.2(d)(2) and (d)(3), shall be paid in accordance
      with the terms of such applicable plans or program.
	 	 	 	 
	 	(f)	With
      the exception of the covenants contained in Articles 8, 9, 11, and 14 and
      Sections 7.2(e), 13.3, 13.5, and 13.7 herein (which shall survive such termination),
      the Company and the Executive thereafter shall have no further obligations
      under this Agreement.
	 	 	 	 
	7.3	Voluntary
      Termination by the Executive .
      The Executive may terminate this Agreement at any time by giving Notice
      of Termination to the Board of Directors of the Company, delivered at least
      fourteen (14) calendar days prior to the Effective Date of Termination.
	 	 	 	 
	 	(a)	The
      termination automatically shall become effective upon the expiration of
      the fourteen (14) day notice period. Notwithstanding the foregoing, the
      Company may waive the fourteen (14) day notice period; however, the Executive
      shall be entitled to receive all elements of compensation described in Sections
      5.1 through 5.6 for the fourteen (14) day notice period, subject to the
      eligibility and participation requirements of any qualified retirement plan.
	 	 	 	 
	 	(b)	Upon
      the Effective Date of Termination, following the expiration of the fourteen
      (14) day notice period, the Company shall pay the Executive his full Base
      Salary and accrued but unused vacation pay, at the rate then in effect,
      through the Effective Date of Termination, plus all other benefits to which
      the Executive has a vested right at that time (for this purpose, the Executive
      shall not be paid any Annual Bonus with respect to the fiscal year in which
      voluntary termination under this Section occurs).
	 	 	 	 
	 	(c)	With
      the exception of the covenants contained in Articles 8, 9, 11, and 14 and
      Sections 13.3, 13.5, and 13.7 herein (which shall survive such termination),
      the Company and the Executive thereafter shall have no further obligations
      under this Agreement.
	 	 	 	 
	7.4	Involuntary
      Termination by the Company without Cause.
      At all times during the Term, the Board may terminate the Executive’s
      employment for reasons other than death, Disability, or for Cause, by providing
      to the Executive a Notice of Termination, at least sixty (60)
      calendar
      days (ninety (90) calendar days when termination is due to non-renewal of
      this Agreement by the Company pursua nt to Section 1.2) prior to the Effective
      Date of Termination; provided, however, that such notice shall not preclude
      the Company from requiring Executive to leave the Company immediately upon
      receipt of such notice.


8







	 	(a)	Such
      Notice of Termination shall be irrevocable absent express, mutual consent
      of the parties.
	 	 	 	 
	 	(b)	Upon
      the Effective Date of Termination (not a Qualifying Termination), following
      the expiration of the sixty (60) day notice period (90 days in the case
      of non-renewal), the Company shall pay and provide to the Executive:
	 	 	 	 
	 	 	(1)	An amount
      equal to the Service Multiple times the Executive’s annual Base Salary
      established for the fiscal year in which the Effective Date of Termination
      occurs;
	 	 	 	 
	 	 	(2)	An amount
      equal to the Service Multiple times the Executive’s targeted Annual
      Bonus award established for the fiscal year in which the Effective Date
      of Termination occurs; provided, however, that no payment shall be made
      under this Section 7.4(b)(2) if the Effective Date of Termination is less
      than twelve (12) months after the Employment Date;
	 	 	 	 
	 	 	(3)	A continuation
      of the welfare benefits of medical, dental and life insurance coverage (or
      if continuation under the Company’s then current plans is not allowed,
      then provision at the Company’s expense but subject to payment by Executive
      of those payments which Executive would have been obligated to make under
      the Company’s then current plan, of substantially similar welfare benefits
      from one or more third party providers) after the Effective Date of Termination
      for a number of months equal to the Service Multiple times twelve (12).
      These benefits shall be provided to the Executive at the same coverage level
      as in effect as of the Effective Date of Termination, and at the same premium
      cost to the Executive which was paid by the Executive at the time such benefits
      were provided. However, in the event the premium cost and/or level of coverage
      shall change for all employees of the Company, or for management employees
      with respect to supplemental benefits, the cost and/or coverage level, likewise,
      shall change for the Executive in a corresponding manner. The continuation
      of these welfare benefits shall be discontinued if prior to the expiration
      of the period, the Executive has available substantially similar benefits
      at a comparable cost to the Executive from a subsequent employer, as determined
      by the Compensation Committee (or, in the event the Compensation Committee
      ceases to exist, the Board);
	 	 	 	 
	 	 	(4)	All outstanding
      long-term incentive awards shall be subject to the treatment provided under
      the applicable long-term incentive plan of the Company;
	 	 	 	 
	 	 	(5)	An amount
      equal to the Executive’s unpaid Base Salary and accrued but unused
      vacation pay through the Effective Date of Termination; and
	 	 	 	 
	 	 	(6)	All other
      benefits to which the Executive has a vested right at the time, according
      to the provisions of the governing plan or program.
	 	 	 	 
	 	(c)	For
      purposes of this Section 7.4, the term “Service Multiple” shall
      be equal to the quotient resulting from a formula the numerator of which
      is the lesser of (a) full number of completed months that have elapsed since
      the Employment Date (but not less than 6 months) and (b) eighteen (18) and
      the denominator of which is twelve (12);
	 	 	 	 
	 	(d)	In
      the event that the Board terminates the Executive’s employment without
      Cause on or after the date of the announcement of the transaction which
      leads to a CIC, the Executive shall be entitled to the CIC Severance Benefits
      as provided in Section 8.3 in lieu of the Severance Benefits outlined in
      this Section 7.4.


 9








	 	(e)	Payment
      of all of the benefits described in Section 7.4(b)(1) shall be paid in cash
      to the Executive in equal bi-weekly installments over a period of consecutive
      months equal to the Service Multiple times twelve (12) and beginning on
      the fifteenth day of the month following the month in which the Effective
      Date of Termination occurs.
	 	 	 
	 	(f)	Payment
      of all but forty thousand dollars ($40,000) of the benefits described in
      Section 7.4(b)(2) shall be paid in cash to the Executive in a single lump
      sum as soon as practicable following the Effective Date of Termination,
      but in no event beyond thirty (30) days from such date. The forty thousand
      dollars ($40,000) which was withheld shall be paid in cash to the Executive
      in a single lump sum at the end of the twelve (12) month restrictive period
      set forth in Sections 11.2 and 11.3 of this Agreement.
	 	 	 
	 	(g)	Except as
      specifically provided in Section 7.4(e) and (f), all other payments due
      to the Executive upon termination of employment shall be paid in accordance
      with the terms of such applicable plans or programs.
	 	 	 
	 	(h)	With the
      exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 14
      and Sections 7.4, 13.3, 13.5, and 13.7 (which shall survive such termination),
      the Company and the Executive thereafter shall have no further obligations
      under this Agreement.
	 	 	 
	 	(i)	Notwithstanding
      anything herein to the contrary, the Company’s payment obligations
      under this Section 7.4 shall be offset by any amounts that the Company is
      required to pay to the Executive under a national statutory severance program
      applicable to such Executive.
	 	 	 
	7.5	Termination
      for Cause.
      Nothing in this Agreement shall be construed to prevent the Board from terminating
      the Executive’s employment under this Agreement for Cause.
	 	 	 
	 	(a)	To be effective,
      the Notice of Termination must set forth in reasonable detail the facts
      and circumstances claimed to provide a basis for such termination for Cause.
	 	 	 
	 	(b)	In the event
      this Agreement is terminated by the Board for Cause, the Company shall pay
      the Executive his Base Salary and accrued vacation pay through the Effective
      Date of Termination, and the Executive shall immediately thereafter forfeit
      all rights and benefits (other than vested benefits) he would otherwise
      have been entitled to receive under this Agreement. The Company and the
      Executive thereafter shall have no further obligations under this Agreement
      with the exception of the covenants contained in Articles 9, 10, 11, and
      14 and Sections 13.3, 13.5, and 13.9 herein (which shall survive such termination).
	 	 	 
	7.6	Termination
      for Good Reason.
      Except where Section 2.20(e) is applicable, this Section 7.6 shall only
      become effective when at least twelve (12) months have elapsed since the
      Employment Date. Prior to this Section 7.6 becoming effective, any notice
      of termination by Executive may only be given pursuant to Section 7.3. The
      Executive shall have sixty (60)
      days from
      the date he learns of action taken by the Company that allows the Executive
      to terminate his employment for Good Reason to provide the Board with a
      Notice of Termination.
	 	 	 
	 	(a)	The Notice
      of Termination must set forth in reasonable detail the facts and circumstances
      claimed to provide a basis for such Good Reason termination.
	 	 	 
	 	(b)	The Company
      shall have thirty (30) days to cure such Company action following receipt
      of the Notice of Termination.


 10










	 	(c)	The Executive is required to continue his employment for the sixty (60) day period following the date in which he provided the Notice of Termination to the Board. The Company may waive the sixty (60) day notice period; however, the Executive shall be entitled to receive all elements of compensation described in Sections 5.1 through 5.6 for the sixty (60) day notice period, subject to the eligibility and participation requirements of any qualified retirement plan.
	 	 	 
	 	(d)	Upon a termination of the Executive’s employment for Good Reason during the Term, and following the expiration of the sixty (60) day notice period, the Company shall pay and provide to the Executive the following:
	 	 	 	 
	 	 	(1)	An
       amount equal to one-and-one-half (1.5) times the Executive’s annual
       Base Salary established for the fiscal year in which the Effective Date
       of Termination occurs;
	 	 	 	 
	 	 	(2)	An amount equal to one-and-one-half (1.5) times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs;
	 	 	 	 
	 	 	(3)	A
       continuation of the welfare benefits of medical, dental and life insurance
       coverage for one-and-one-half (1.5) years after the Effective Date of
       Termination (or if continuation under the Company’s then current
       plans is not allowed, then provision at the Company’s expense but
       subject to payment by Executive of those payments which Executive would
       have been obligated to make under the Company’s then current plan,
       of substantially similar welfare benefits from one or more third party
       providers). These benefits shall be provided to the Executive at the same
       coverage level, as in effect as of the Effective Date of Termination and
       at the same premium cost to the Executive which was paid by the Executive
       at the time such benefits were provided. However, in the event the premium
       cost and/or level of coverage shall change for all employees of the Company,
       or for management employees with respect to supplemental benefits, the
       cost and/or coverage level, likewise, shall change for the Executive in
       a corresponding manner. The continuation of these welfare benefits shall
       be discontinued prior to the end of the one-and-one-half (1.5) year period
       in the event the Executive has available substantially similar benefits
       at a comparable cost to the Executive from a subsequent employer, as determined
       by the Compensation Committee (or, in the event the Compensation Committee
       ceases to exist, the Board);
	 	 	 	 
	 	 	(4)	All outstanding long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plan of the Company;
	 	 	 	 
	 	 	(5)	An amount equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; and
	 	 	 	 
	 	 	(6)	All other benefits to which the Executive has a vested right at the time, according to the provisions of the governing plan or program.
	 	 	 
	 	(e)	In
       the event of termination of Executive’s employment for Good Reason
       on or after the date of the announcement of the transaction which leads
       to the CIC and up to twenty-four (24) months following the date of the
       CIC, the Executive shall be entitled to the CIC Severance Benefits as
       provided in Section 8.3 in lieu of the Severance Benefits outlined in
       this Section 7.6.



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	 	(f)	The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness unless such incapacity is determined to constitute a Disability as provided herein.
	 	 	 
	 	(g)	Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.6(d)(1) and payment of all of the benefits described in Section 7.6(d)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be pa id in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement.
	 	 	 
	 	(h)	Except as specifically provided in Section 7.6(g), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs.
	 	 	 
	 	(i)	Notwithstanding anything herein to the contrary, the Company’s payment obligations under this Section 7.6 shall be offset by any amounts that the Company is required to pay to the Executive under a national statutory severance program applicable to such Executive.
	 	 	 
	 	(j)	With the exceptions of the covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.6, 13.3, 13.5, and 13.7 (which shall survive such termination) herein, the Company and the Executive thereafter shall have no further obligations under this Agreement.
	 	 	 
	Article
      8. Change in Control
	 	 	 
	8.1	Employment
        Termination Following a Change in Control.
        The Executive shall be entitled to receive from the Company CIC Severance
        Benefits if a Notice of Termination for a Qualifying Termination of the
    Executive has been delivered; provided, that:
	 	 	 
	 	(a)	The Executive shall not be entitled to receive CIC Severance Benefits if he is terminated for Cause (as provided in Section 7.5 herein), or if his employment with the Company ends due to death, or Disability, or due to voluntary termination of employment by the Executive without Good Reason.
	 	 	 
	 	(b)	CIC Severance Benefits shall be paid in lieu of all other benefits provided to the Executive under the terms of this Agreement.   
	 	 	 
	8.2	Qualifying
        Termination.
        The occurrence of any one or more of the following events on or after
        the date of the announcement of the transaction which leads to the CIC
        and up to twenty-four (24) months following the date of the CIC shall
        trigger the payment of CIC    Severance Benefits
    to the Executive under this Agreement:
	 	 	 
	 	(a)	An involuntary termination of the Executive’s employment by the Company for reasons other than Cause, death, or Disability, as evidenced by a Notice of Termination delivered by the Company to the Executive;



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	 	(b)	A voluntary termination by the Executive for Good Reason as evidenced by a Notice of Termination delivered to the Company by the Executive;
	 	 	 
	 	(c)	Failure to renew this Agreement (if the Agreement would expire unless renewed within such period), as evidenced by a Notice of Termination delivered by the Company to the Executive; or
	 	 	 
	 	(d)	The Company or any Successor Company materially breaches any material provision of this Agreement and does not cure such breach within thirty (30) days of receiving a written notice from the Executive with such notice explaining in reasonable detail the facts and circumstances claimed to provide a basis for the Executive’s claim.   
	 	 	 
	8.3	Severance
        Benefits Paid upon a Qualifying Termination.
        In the event the Executive becomes entitled to receive CIC Severance
        Benefits, the Company shall pay to the Executive and provide him the
    following:
	 	 	 
	 	(a)	An
      amount equal to two (2) times the Executive’s annual Base Salary established
    for the fiscal year in which the Effective Date of Termination occurs;
	 	 	 
	 	(b)	An
      amount equal to two (2) times the Executive’s targeted Annual Bonus
      award established for the fiscal year in which the Executive’s Effective
    Date of Termination occurs;
	 	 	 
	 	(c)	An
      amount equal to the Executive’s unpaid Base Salary and accrued but
    unused vacation pay through the Effective Date of Termination;
	 	 	 
	 	(d)	All
      outstanding long-term incentive awards shall be subject to the treatment
    provided under the applicable long-term incentive plan of the Company;
	 	 	 
	 	(e)	A
      continuation of the welfare benefits of medical, dental and life insurance
      coverage for two (2) full years after the Effective Date of Termination
      (or if continuation under the Company’s then current plans is not
      allowed, then provision at the Company’s expense but subject to payment
      by Executive of those payments which Executive would have been obligated
      to make under the Company’s then current plan, of substantially similar
    welfare benefits from one or more third party providers).
	 	 	 
	 	 	(1) 	These
      benefits shall be provided to the Executive at the same coverage level,
      as in effect as of the Effective Date of Termination or, if greater, as
      in effect sixty (60) days prior to the date of the Change in Control, and
      at the same premium cost to the Executive which was paid by the Executive
    at the time such benefits were provided. 
	 	 	 	 
	 	 	(2)	In
      the event the premium cost and/or level of coverage shall change for all
      employees of the Company, or for management employees with respect to supplemental
      benefits, the cost and/or coverage level, likewise, shall change for the
    Executive in a corresponding manner. 
	 	 	 	 
	 	 	(3) 	The
      continuation of these welfare benefits shall be discontinued prior to the
      end of the two
      year period in the event the Executive has available substantially similar
      benefits at a comparable cost to the Executive from a subsequent employer,
      as determined by the Compensation Committee (or, in the event the Compensation
    Committee ceases to exist, the Board). 




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	8.4	Form
          and Timing of Severance Benefit. Payment of all of the benefits
          described in Sections 8.3(a) through (c) shall be paid in cash to the
          Executive in a single lump sum as soon as practicable following the
          Effective Date of Termination, but in no event beyond thirty (30) days
          from such date. All other payments due to the Executive upon termination
          of employment shall be paid in accordance with the terms of such applicable
    plans or programs.
	 	 	 
	 8.5	Excise
          Tax. In the event that a Change in Control occurs, and a determination
          is made by the Company pursuant to Section 280G and 4999 of the Code
          that a golden parachute excise tax is due, the benefits provided to
          the Executive under this Agreement that are classified as “parachute
          payments” (as such term is defined in Section 280G of the Code),
    shall be limited to the amount just necessary to avoid the excise tax.
	 	 	 
	 	(a)	This
        limitation shall be applied if, and only if, such a limitation results
        in a greater net (of excise tax) cash benefit to the Executive than he
        would receive had the benefits not been capped and an excise tax been
    levied.
	 	 	 
	8.6	With
        the exceptions of the covenants contained in Articles 8, 9, 10, 11, 12
        and 14 and Sections 13.3, 13.5, and 13.7 (which shall survive such
        termination) herein, the Company and the Executive thereafter shall have
    no further obligations under this Agreement.
	 	 	 
	Article
      9. Assignment
	 	 	 
	9.1	Assignment
          by Company.
          This Agreement may and shall be assigned or transferred to, and shall
          be binding upon and shall inure to the benefit of any Successor Company,
          with Successor Company for purposes of this Agreement being defined
          as a company that (i) acquires greater than fifty percent (50%) of
          the assets of the Company or (ii) acquires greater than fifty percent
          (50%) of the outstanding stock of the Company, or (iii) is the surviving
    entity in the event of a CIC.
	 	 	 
	 	(a)	Any such
        Successor Company shall be deemed substituted for all purposes of the “Company” under
    the terms of this Agreement.
	 	 	 
	 	(b)	Failure
        of the Company to obtain the agreement of any Successor Company to be
        bound by the terms of this Agreement prior to the effectiveness of any
        such succession shall be a breach of this Agreement, and shall immediately
        entitle the Executive to benefits from the Company in the same amount
        and on the same terms as the Executive would be entitled to receive in
        the event of a termination of employment for Good Reason as provided
        in Section 7.7 (failure not related to a Change in Control) or Section
        8.3 (if the failure of assignment follows or is in connection with a
    Change in Control).
	 	 	 
	 	(c)	Except
        as herein provided, this Agreement may not otherwise be assigned by the
    Company.
	 	 	 
	9.2	Assignment
          by Executive.
          This Agreement shall inure to the benefit of and be enforceable by
          the Executive’s personal or legal representatives, executors,
    administrators, successors, heirs, distributees, devisees, and legatees.
	 	 	 
	 	(a)	If the
        Executive dies while any amount would still be payable to him pursuant
        to this Agreement had he continued to live, all such amounts, unless
    otherwise provided herein, shall be paid in accordance with the terms of
    this Agreement, to the Executive’s Beneficiary.



14










	 	(b)	If the
        Executive has not named a Beneficiary, then such amounts shall be paid
        to the Executive’s devisee, legatee, or other designee, or if there
    is no such designee, to the Executive’s estate.
	 	 	 
	Article
      10. Legal Fees and Notice
	 	 	 
	10.1	Payment
          of Legal Fees.
          To the extent permitted by law, the Company shall pay all legal fees,
          costs of litigation, prejudgment interest, and other expenses incurred
    by Executive in contesting a termination, if Executive prevails.
	 	 	 
	10.2	Notice.
        Any notices, requests, demands, or other communications provided by this
        Agreement shall be sufficient if in writing and if sent by registered
        or certified mail to the Executive at the last address he has filed in
        writing with the Company or, in the case of the Company, at its principal
        offices to the attention of the Chief Executive Officer.
	 	 	 
	Article
      11. Confidentiality and Noncompetition
	 	 	 
	11.1	Disclosure
          of Information.
          The Executive recognizes that he has access to and knowledge of confidential
          and proprietary information of the Company that is essential to the
    performance of his duties under this Agreement.
	 	 	 
	 	(a)	The Executive
        will not, during and for five (5) years after the term of his employment
        by the Company, in whole or in part, disclose such information to any
        person, firm, corporation, association, or other entity for any reason
        or purpose whatsoever, nor shall he make use of any such information
        for his own purposes, so long as such information has not otherwise been
        disclosed to the public or is not otherwise in the public domain except
    as required by law or pursuant to administrative or legal process.
	 	 	 
	11.2	Covenants
          Regarding Other Employees.
          During the term of this Agreement, and for a period of twelve (12)
          months following the Executive’s termination of employment for
          any reason, the Executive agrees not to actively solicit any employee
          of the Company to terminate his or her employment with the Company
    or to interfere in a similar manner with the business of the Company.
	 	 	 
	11.3	Noncompete
          Following a Termination of Employment.
          From the Effective Date of this Agreement until six (6) months following
          the Executive’s Effective Date of Termination for any reason,
          the Executive will not: (a) directly or indirectly own any equity or
          proprietary interest in (except for ownership of shares in a publicly
          traded company not exceeding three percent (3%) of any class of outstanding
          securities), or be an employee, agent, director, advisor, or consultant
          to or for any competitor of the Company, whether on his own behalf
          or on behalf of any person; or (b) undertake any action to induce
          or cause any customer or client to discontinue any part of its business
    with the Company.



15










	11.4	Waiver
          of Covenants Upon a Change in Control. Upon
          the occurrence of a Change in Control, the Executive shall be released
          from each of the covenants set forth in Section 11.2 and 11.3, if such
          Executive is terminated by the Company without Cause or if the Executive
    terminates his employment with the Company for Good Reason.
	 	 	 
	Article
      12. Outplacement Assistance
	 	 	 
	12.1	Following
        a termination of employment, other than for Cause, the Executive shall
        be reimbursed by the Company for the costs of all outplacement services
        obtained by the Executive within the two (2) year period after the Effective
        Date of Termination; provided, however, that the total reimbursement
        shall be limited to an amount equal to twenty percent (20%) of the Executive’s
    Base Salary as of the effective date of termination.
	 	 	 
	Article
      13. Miscellaneous
	 	 	 
	13.1	Entire
          Agreement. With
          the exception of the Company’s Proprietary Information and  Inventions
          Agreement previously executed by Executive and the Offer Letter, dated
          May 10, 2004, executed by the company and executive (the terms of which
          are incorporated herein by this reference), this Agreement supersedes
          any prior agreements, or understandings, oral or written, between the
          parties hereto or between the Executive and the Company, with respect
          to the subject matter hereof, and constitutes the entire agreement
    of the parties with respect thereto.
	 	 	 
	13.2	Modification. This
        Agreement shall not be varied, altered, modified, canceled, changed,
        or in any way amended except by mutual agreement of the parties in a
    written instrument executed by the parties hereto or their legal representatives.
	 	 	 
	13.3	Severability. In
        the event that any provision or portion of this Agreement shall be determined
        to be invalid or unenforceable for any reason, the remaining provisions
        of this Agreement shall be unaffected thereby and shall remain in full
    force and effect.
	 	 	 
	13.4	Counterparts. This
        Agreement may be executed in one (1) or more counterparts, each of which
        shall be deemed to be an original, but all of which together will constitute
    one and the same Agreement.
	 	 	 
	13.5	Tax
          Withholding. The
          Company may withhold from any benefits payable under this  Agreement
          all federal, state, city, or other taxes as may be required pursuant
    to any law or governmental regulation or ruling.
	 	 	 
	13.6	Beneficiaries. To
        the extend allowed by law, any payments or benefits hereunder due to
        the  Executive
        at the time of his death shall nonetheless be paid or provided and the
        Executive may designate one or more persons or entities as the primary
        and/or contingent beneficiaries of any amounts to be received under this
        Agreement. Such designation must be in the form of a signed writing acceptable
        to the Board or the Board’s designee. The Executive may make or
    change such designation at any time.


16








	13.7	Payment
          Obligation Absolute.
          Absent actions deliberately or willfully taken by the Executive to
          materially injure the Company, the Company’s obligation to make
          the payments and the arrangement provided for herein shall be absolute
          and unconditional, and shall not be affected by any circumstances,
          including, without limitation, any offset, counterclaim, recoupment,
          defense, or other right which the Company may have against the Executive
    or anyone else.
	 	 	 
	 	(a)	All amounts
        payable by the Company hereunder shall be paid without notice or demand.
        Subject to the provisions set forth in Sections 7.4 and 7.6, and Article
        11, each and every payment made hereunder by the Company shall be final,
        and the Company shall not seek to recover all or any part of such payment
        from the Executive or from whomsoever may be entitled thereto, for any
    reasons whatsoever.
	 	 	 
	 	(b)	With the
        exception of the Company’s willful material breach of its payment
        obligations under Articles 7 and 8 of this Agreement (provided, however,
        that no such breach shall be deemed to have occurred until the Executive
        has provided the Board with written notice of such breach and a reasonable
        opportunity for cure), the restrictive covenants contained in Article
        11 are independent of any other contractual obligations in this Agreement
        or otherwise owed by the Company to the Executive. Except as provided
        in this paragraph, the existence of any claim or cause of action by Executive
        against the Company, whether based on this Agreement or otherwise, shall
        not create a defense to the enforcement by the Company of any restrictive
    covenant contained herein.
	 	 	 
	 	(c)	The Executive
        shall not be obligated to seek other employment in mitigation of the
        amounts payable or arrangements made under any provision of this Agreement,
        and the obtaining of any such other employment shall in no event effect
        any reduction of the Company’s obligations to make the payments
    and arrangements required to be made under this Agreement.
	 	 	 
	Article
      14. Governing Law
	 	 	 
	14.1	To the
        extent not preempted by federal law, the provisions of this Agreement
        shall be construed and enforced in accordance with the laws of the state
    of New Jersey.
	 	 	 
	 	IN
          WITNESS WHEREOF,
          the Company, through its duly authorized representative, and the Executive
    have executed this Agreement as of the Effective Date.


	 	Executive:	 
	 	 	 
	 	/s/ Philip
    K. Yachmetz 
	 	
	 
	 	Philip
    K. Yachmetz
	 	 	 
	 	Company:
	 	 	 
	 	Savient
    Pharmaceuticals, Inc.
	 	 	 
	 	By:	/s/
        Christopher
Clement
	 	 	
	 
	 	 	Christopher
    Clement
	 	 	President & COO 


 
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