Exhibit 10.1





Exhibit 10.1




VIA PHARMACEUTICALS, INC

750 Battery Street

Suite 330

San Francisco, CA 94111




October 13, 2006




CONFIDENTIAL




Ms. Karen Wright

2512 Poppy Drive

Burlingame, CA 94010




Dear Karen:



Via Pharmaceuticals, Inc., (“VIA”), is pleased to extend the following offer of employment to you:




	 	 	 
	• Start Date:

	 	You will commence full-time employment beginning December 4, 2006 reporting
to Jim Stewart, Sr. Vice President — CFO. To the extent you work on VIA
matters prior to your full-time start date, you will be paid in accordance
with your current consulting arrangement for time spent working on VIA
matters.
	 
	 	 
	• Job Title:

	 	Vice President Finance — Corporate Controller
	 
	 	 
	• Base Salary:

	 	Your salary is $225,000 per calendar year, payable ratably over the year on
the 15th and last business day of each month.
	 
	 	 
	• Equity Participation:

	 	You will be granted an option to purchase 85,000 shares of common stock of
VIA at an exercise price equal to its fair market value on the date of grant.
Such option will be granted as soon as practicable following your start date.
Options to purchase 17,000 shares will vest and become exercisable on the
first anniversary of your start date with the remainder of the options
vesting at the rate of 1/48th monthly thereafter. The options are subject to
the terms and conditions of VIA’s 2004 Stock Plan and the related agreements
pursuant to which such grants will be made. Any other grant of options is
solely in the discretion of VIA and subject to approval of our Board of
Directors (or relevant committee of the Board).






 


 









 





	 	 	 
	• Benefits:

	 	During your employment with VIA, you will be eligible for employee
benefits applicable to your position, in effect from time to time, subject to
all plan terms and eligibility. The benefits currently offered to full-time
employees include group medical, dental, vision and prescription drug
coverage, group life and AD&D insurance, long-term and short-term
disability, 401(k) plan, flexible spending account, and paid time off.
Additional information pertaining to benefits can be found in the enclosed
employee packet.
	 
	 	 
	• Location:

	 	Your primary work location will be VIA’s San Francisco office.
However, you may be required to travel on business for VIA from time to time.
	 
	 	 
	• Severance:

	 	In the event that VIA terminates your employment without cause and subject to
your signing an effective release of claims against VIA, VIA will pay you
severance equal to three month’s base salary, and will continue your group
health (medical, dental, vision, and prescription drug) benefits as if you
remained an active employee of VIA for a period of six months. The
continuation of group medical benefits will be pursuant to and concurrent
with any legally required continuation coverage period.
	 
	 	 
	 

	 	You may be terminated for “cause” for any of the following (a) the commission
of an act of fraud or embezzlement against VIA or any affiliate thereof, (b)
a breach of one or more of the following duties to VIA (i) the
duty of loyalty, (ii) the duty not to take willful actions which would
reasonably be viewed by VIA as placing your interest in a position
adverse to the interest of VIA, (iii) the duty not to engage in self-dealing
with respect to the VIA’s assets, properties or business opportunities, (iv)
the duty of honesty or (v) any other fiduciary duty which you owes to VIA,
(c) a conviction of (or a plea of guilty or nolo contendere in lieu thereof)
for (i) a felony or (ii) a crime involving fraud, dishonesty or moral
turpitude, (d) intentional misconduct as an employee of VIA, including, but
not limited to, knowing and intentional violation by you of written policies
of VIA or specific directions of the Board of Directors or superior
officers of VIA, which policies or directives are neither illegal
(or do not involve illegal conduct) nor require you to violate reasonable business ethical
standards, your failure, after written notice from VIA, to render services
in accordance with your employment, which failure is not cured within ten
(10) days of receipt of such notice, whether or not such events are
discovered or known by VIA at the time of your termination.
	 
	 	 
	• Non-Solicitation:

	 	You agree that VIA has invested substantial time and effort in assembling its
present workforce. Accordingly, you covenant and agree that during the term
of your employment and for a period of twelve (12) months following the
termination, for any reason, of your employment with VIA, you will not,
directly or indirectly, entice or solicit or seek to induce or influence any
of VIA’s executives or other key employees to leave their employment with
VIA.






 


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	• Payments:

	 	Unless otherwise specifically provided herein, all payments made to you as an
employee shall be made in accordance with VIA’s normal payroll or
reimbursement practices, and shall be subject to tax withholding to the
extent required by applicable law, as well as any other voluntary
wittholdings you may elect.
	 
	 	 
	• Contingencies:

	 	Our offer is contingent upon the following:
	 
	 	 
	 

	 	1.  Our satisfactory completion of a reference check, including a
criminal history and background check.

	 
	 	 
	 

	 	2.  Your furnishing us with proof of your identity and authorization to work
in the United States.

	 
	 	 
	 

	 	3.  Your execution of a Confidential Information and Invention Assignment
Agreement in the form attached.

	 
	 	 
	 

	 	Failure to meet any of these
contingencies will make you ineligible for employment.





Although we hope that your employment with us is mutually satisfactory, please note that your employment at VIA is “at will.” This means
that you may resign from VIA at any time with or without cause, and VIA has the right to terminate
this employment relationship with or without cause at any time. Neither this letter nor any other
communication, either written or oral, should be construed as a contract of employment for any
particular duration.



We hope that you accept this offer of employment and look forward to your joining us. Please sign
and date where indicated and return this letter to me to evidence your understanding of these terms
and acceptance of this offer. This offer shall expire at 5:00 p.m. (PT) on October 20, 2006 if we
have not received your written acceptance by then




Sincerely,




	 	 	 	 	 
	VIA PHARMACEUTICALS, INC.

 	 	 
	By:  	/s/
Larry Cohen 	 	 
	 	Name:  	Larry Cohen 	 	 
	 	Title:  	President and Chief Executive Officer 	 	 



 


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Agreed to and Accepted:




/s/ Karen Wright
 

Karen Wright




Date: 10/13/06





 


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