EX-10.2






Exhibit 10.2




Catalyst Pharmaceutical Partners, Inc.

355 Alhambra Circle

Suite 1370

Coral Gables, Florida 33134




Effective on November 12, 2008




Jack Weinstein

Chief Financial Officer

Catalyst Pharmaceutical Partners, Inc.

345 Route 17 South

Upper Saddle River, New Jersey 07458




Dear Jack:



This letter agreement is being entered into in connection with the conclusion of the term of that
certain Employment Agreement (the “Agreement”) dated November 8, 2006 between yourself and Catalyst
Pharmaceutical Partners, Inc. (the “Company”).



As of November 8, 2008, upon the expiration of the term set forth in the Agreement, the Agreement
automatically terminated by its express terms and you became an at-will employee of the Company.
Notwithstanding, the Company has agreed that the matters set forth in this letter agreement shall
continue to apply to your employment with the Company:




	1.	 	If you are terminated by the Company in the future for any reason other than a reason that
constitutes “cause” (as that term is defined below), or if you terminate your employment with
the Company at any time in the future for “good reason” (as that term is defined below), you
will receive twelve (12) months of your base salary following your termination, which amount
shall be paid during the twelve (12) month period following the termination of your employment
with the Company in the same manner as if you had remained an employee of the Company. For
purposes of this letter agreement, the term: (A) “cause” shall mean, as determined by the
Board in good faith: (i) commission by you of any act of fraud or any act of misappropriation
or personal dishonesty relating to or involving the Company in any way; (ii) your willful
failure, neglect or refusal to perform, or gross negligence in the performance of, your
material duties and responsibilities or any express direction of the Company (other than the
failure, neglect or refusal to perform an unlawful act), or any violation of any rule,
regulation, policy or plan established by the Company from time-to-time regarding the conduct
of its employees and/or its business, if such violation is not remedied by you within ten (10)
days of receiving notice of such violation from the Company; or (iii) your arrest for,
conviction of or plea of nolo contendere to a crime constituting a felony; and (B) the term
“good reason” shall mean, as determined by the Company, the first occurrence, without your
consent, of either: (i) any material alteration by the Company of your positions, functions,
duties or responsibilities, including any change that (a) alters your reporting responsibility
or (b)




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	 	 	causes your Position with the Company to become of materially less importance than the
applicable positions; or (ii) a material decrease in your base salary that has not been
agreed to by you; provided, however, that you shall not be deemed to have terminated your
employment with the Company for good reason unless: (i) you terminate your employment no
later than 90 days following the initial existence of one or more of the above referenced
conditions; and (ii) you provide to the Company a written notice of the existence of the
above-referenced condition(s) within 90 days following the initial existence of such
condition(s) and the Company fails to remedy such condition(s) within 30 days following the
receipt of such notice. Payment of the above-described twelve (12) month severance benefit
shall commence 45 days after termination, so long as Employee executes (and does not revoke
prior to the commencement of payment), the release required under Section 7.5.3 (in the case
of termination without cause) or Section 7.6.3 (in the case of termination for good reason),
as applicable, of the Agreement.






	2.	 	You hereby agree that Section 5 (Confidentiality) and Section 6 (Restrictive Covenants) of
the Agreement shall continue to apply to you following the termination of the Agreement.





     Please indicate your acceptance of these terms by signing below and returning a copy to me.



	 	 	 	 	 
	Sincerely,

 	 
	/s/ Patrick J. McEnany
 	 
	Patrick J. McEnany 	 
	Chief Executive Officer 	 
	 



Accepted and agreed to effective on the 12th day of November, 2008




	 	 	 	 	 
	 	 	 
	/s/ Jack Weinstein
 	 
	Jack Weinstein 	 
	 	 	 
	 




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