Exhibit 10.3


 





December 19,
2008


 


Scott
Siegel


3
Charles Court


Ringoes,
NJ 08551


 


Dear
Scott:


 


The
purpose of this letter is to amend your existing Offer Letter with Redpoint Bio
Corporation (the “Company”), dated September 10, 2007 (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.”


 


The
fourth paragraph of Section 8 of your Existing Offer Letter is hereby
deleted in its entirety.


 


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 Scott Horvitz no later
than December 22, 2008, at which time this letter will be a binding
agreement between you and the Company.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/F.
  Raymond Salemme

  	
   

  
	
   

  	
   

  
	
  F.
  Raymond Salemme

  	
   

  
	
  Chief
  Executive Officer

  	
   

  



 


 


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


 


 


	
  /s/
  Scott Siegel

  	
   

  	
              12/22/08

  
	
  Scott
  Siegel

  	
   

  	
  Date