exv10w1



 





Exhibit 10.1




BONUS AGREEMENT




     This Bonus Agreement (this “Agreement”), dated as of September 10, 2007 (the
“Effective Date”), is made by and between Avanir Pharmaceuticals, a California
corporation having its principal offices at 101 Enterprise, Suite 300, Aliso Viejo, California (the
“Company”) and Keith Katkin (“Employee”).



RECITALS




     A.     On March 13, 2007, in connection with Employee’s promotion to President and Chief Executive
Officer and the Company’s desire to create a performance incentive for Employee to assist the
Company in obtaining FDA approval of Zenvia for the treatment of PBA/IEED, the Company entered into
an employment agreement with Employee, pursuant to which the Company committed to issue Employee
one or more equity awards with an aggregate value of $800,000 (the “Equity Awards”).



     B.     The parties hereby acknowledge that as of the Effective Date the Company has fulfilled all
of its obligations with respect to the Equity Awards and that such Equity Awards have been paid in
full.



     C.     The Company believes that it is in the best interests of the Company and its shareholders
to enter into this Agreement to further incentivize Employee to assist the Company in obtaining FDA
approval of Zenvia for the treatment of PBA/IEED.



     Now therefore, in consideration of the foregoing, the parties hereby agree as follows.




	1.	 	Performance Bonus.





     Commencing on the Effective Date, Employee shall become eligible to receive a performance
bonus in the amount of $153,392 (the “Performance Bonus”), with the Performance Bonus to be
paid, if at all, upon the FDA’s approval of Zenvia for the treatment of PBA/IEED.




	2.	 	General Provisions.





     (a)     Assignment. Employee may not assign, pledge or encumber his interest in this
Agreement or any part thereof.



     (b)     Entire Agreement. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter of this Agreement and supersedes all other prior and
contemporaneous negotiations, agreements and understandings with respect to this subject matter,
whether oral or written. This Agreement may only be amended in a writing signed by both parties.
Notwithstanding the foregoing, nothing in this Agreement shall amend any of the existing terms of
the Employee’s employment agreement with the Company, including, without limitation, the Employee’s
base salary, annual bonus compensation (if any), equity compensation awards and at-will employment
status.



     (c)     Governing Law and Dispute Resolution. This Agreement will be governed by, and
construed in accordance with, the internal laws of the State of California. Any disputes



 









 




arising under or relating to this Agreement shall be resolved by binding arbitration conducted
in Orange County, California, with the arbitration to be conducted in accordance with the rules of
the American Arbitration Association. The arbitrator(s) in any such proceeding shall be empowered
to award the prevailing party its reasonable fees and expenses (including attorneys fees).




     (d)     Withholding of Taxes. The Company or its successor shall be entitled to withhold
appropriate federal, state, local (and foreign, if applicable) income and employment taxes from any
payments made hereunder.



* * *




     In witness whereof, the parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 
	 	Avanir Pharmaceuticals

 	 
	 	By:  	/s/ Paul Thomas
 	 
	 	 	Paul Thomas 	 
	 	 	Chairman, Compensation Committee 	 
	 
	 	Employee

 	 
	 	/s/ Keith Katkin
 	 
	 	Keith Katkin 	 
	 	 	 
	 




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