Exhibit 10.1


 





December 19,
2008


 


F.
Raymond Salemme


1970
Timber Lakes Drive


Yardley,
PA 19067


 


Dear
Ray:


 


The
purpose of this letter is to amend your existing Offer Letter with Redpoint Bio
Corporation (f/k/a Linguagen Corp.) (the “Company”), dated May 25, 2004
(your “Existing Offer Letter”), to comply with the requirements of section 409A
of the Internal Revenue Code of 1986, as amended and the final regulations
issued thereunder.


 


Specifically,
the first paragraph of Section 8 of your Existing Offer Letter is hereby
amended in its entirety to read as follows:


 


“If
the Company terminates your employment “Without Cause” (as defined below), then
you will continue to receive (i) your base salary (at the rate in effect
immediately prior to your termination date) for a period of twelve (12) months,
beginning on the first payroll date after the expiration of the thirty (30)-day
period following the date of your termination of employment and each payroll
date thereafter until fully paid, in accordance with the Company’s regular
payroll practices, and (ii) medical and dental coverage at the same level
in effect at the date of your termination of employment (or generally
comparable coverage) for a period of twelve (12) months following your date of
termination for yourself and, where applicable, your spouse and dependents, at
the same premium rates as may be charged from time to time for employees
generally, as if you had continued in employment during such twelve (12)-month
period.  In addition, all of your stock
options outstanding as of your termination date (if any) which would have
vested and become exercisable during the twelve (12)-month period following
your termination date will become fully vested and exercisable as of the date
of your termination of employment.”


 


Section 9
of your Existing Offer Letter is hereby amended in its entirety to read as
follows:


 


“9.                                 Termination for
Good Reason.  If you
terminate your employment with the Company for “Good Reason” (as defined
below), you shall be entitled to the benefits applicable to termination Without
Cause as set forth in Paragraph 8.  For
purposes of this Agreement, “Good Reason” shall mean any of the following: (i) 


 


7 Graphics Drive, Ewing NJ  08628
• Phone: 609-637-9700 • Fax: 
609-637-0126 • www.redpointbio.com


 

















 


a
material diminution in your responsibilities, duties or authority as provided
for in this Agreement, (ii) a material diminution in your base
compensation, without your concurrence, (iii) a material change in the
geographic location at which you must perform services (which for purposes of
this Agreement means relocation of the Company’s executive offices or your
principal place of employment by more than forty miles from the current
location), without your concurrence; or (iv) any other action or inaction
that constitutes a material breach by the Company of any provision of this
Agreement.  In order for you to terminate
employment with the Company for Good Reason, you must provide written notice to
the Company specifying the event that constitutes Good Reason within 90 days of
the initial occurrence of such event. 
The Company shall have 30 days following the receipt of such notice in
which to remedy such event.  If the Company
does not remedy such event within such 30-day cure period, your employment must
terminate on the first business day following the end of the 30-day cure period
in order for the termination to be on account of Good Reason.”


 


Lastly,
a new Section 12 is hereby added to your Existing Offer Letter to read in
its entirety as follows:


 


“12.                           Section 409A.


 


a.                                       This Agreement
is intended to comply with the requirements of section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), or an exemption and shall in all
respects be administered in accordance with section 409A or an exemption.  Severance benefits under this Agreement are
intended to be exempt from section 409A under the “separation pay exemption”
and “short-term deferral exemption” to the maximum extent applicable.  Notwithstanding any provision in this
Agreement to the contrary, payment may only be made under this Agreement upon
an event and in a manner permitted by section 409A of the Code or an applicable
exemption.  For purposes of section 409A
of the Code, all payments to be made upon a termination of employment under
this Agreement may only be made upon a “separation from service” under section
409A of the Code, each payment made under this Agreement shall be treated as a
separate payment, and the right to a series of installment payments under this
Agreement is to be treated as a right to a series of separate payments. In no
event shall you, directly or indirectly, designate the calendar year of the
payment.


 


b.                                      All
reimbursements and in kind benefits provided under this Agreement shall be made
or provided in accordance with the requirements of section 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 Agreement), (ii) the amount of expenses eligible for
reimbursement, or in kind benefits provided, during a calendar year may not
affect the expenses eligible for reimbursement, or in kind benefits to be
provided, 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 or in kind benefits is not subject to
liquidation or exchange for another benefit.


 


c.             Notwithstanding anything in this
Agreement to the contrary, if required by section 409A of the Code and if you
are a “specified employee” of a publicly-traded corporation as determined under
section 409A at the time of your “separation from service” with the Company,
any payments under this Agreement that are required to be postponed pursuant to
section 409A shall be postponed for a period of six (6) months after your “separation
from service” with the Company, as required by section 409A.  The accumulated postponed amount shall be
paid in a lump sum payment within ten (10) days after the end of the six
(6)-month period, and any remaining installment payments due to you shall
recommence on the first payroll date that occurs after the date that is six
months following your “separation from service” with the Company.  If you die during the postponement period
prior to the payment of the postponed amount, the amounts withheld on account
of section 409A shall be paid to the personal representative of your estate within
sixty (60) days after the date of your death.”


 


This
letter may be executed in any number of counterparts, and each such counterpart
shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement. 
This letter shall be governed by, and construed and enforced in
accordance with the substantive and procedural laws of the State of New Jersey without regard to rules governing
conflicts of law.


 


In
all respects not modified herein, your Existing Offer Letter is hereby ratified
and confirmed.


 


Please
acknowledge your acceptance of the foregoing amendment to your Existing Offer
Letter by signing below and returning this letter to me no later than December 22,
2008, at which time this letter will be a binding agreement between you and the
Company.


 


Sincerely,


 


	
  /s/
  Scott Horvitz

  	
   

  



 


Scott
Horvitz


Chief
Financial Officer, Corporate Secretary and Treasurer


 


I
hereby agree with the foregoing amendment to my Existing Offer Letter.


 


 


	
  /s/
  R. Raymond Salemme

  	
   

  	
  12/22/08

  
	
  F.
  Raymond Salemme

  	
  Date