Exhibit
10.1


	
  September 10, 2007

  	
   

  
	
  Scott Siege1

  	
   

  
	
  3 Charles Court

  	
   

  
	
  Ringoes, New Jersey 08551

  	
  via fed ex:  908-237-1980

  



 


Dear Scott:


On behalf of the Board of
Directors, I am pleased to provide this revised offer to you for the position
of Vice President, Corporate Development with Redpoint Bio Corporation (“Redpoint”
or the “Company”). This letter sets forth the terms of your employment by the
Company, with your first day of employment being September    ,
2007.


1.         Position, Duties and
Responsibilities


a.       You will
report to the Chief Executive Officer of the Company.


b.       This
offer of employment is contingent upon (i) your acceptance and execution of the
Company’s Agreement Regarding Confidentiality and Inventions (copy attached
hereto); (ii) your acknowledgement and acceptance of the Company’s corporate
employment policy; (iii) a satisfactory background and reference check and (iv)
providing proper documentation demonstrating your eligibility to work in the
United States.


2.         Salary and Bonus
Compensation 


a.       Base Salary: Your base
salary will be $18,333.33 per month ($220,000/year), payable bi- monthly. This
base salary may be adjusted annually by the Board beginning in January 2008,
consistent with your performance and the Company’s policy regarding adjustments
in officer compensation established from time to time by the Board. Please note
that the initial base salary adjustment that you are eligible to receive will
be prorated to reflect the actual number of months that you are employed during
2007. 


b.       Signing bonus: You will
receive a signing bonus of $55,000 payable in three installments as follows:
$25,000 within 10 days of commencement of employment, $15,000 on January 1,
2008 and $15,000 within ten days of the first anniversary of employment. 


c.       Bonus Compensation.
Beginning for the calendar 2008 year, you will be eligible for an annual target
cash bonus of up to thirty per cent (30%) of your base salary. The decision to
award a bonus and the amount of the bonus, if any, will be decided by the Board
of Directors in its sole discretion based on your contribution and the Company’s
performance. The amount of the bonus payable to you, if any, will be paid to
you on or after January 1 but not later than March 15 of the calendar year following
the calendar year for which the bonus is earned.



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3.         Benefits.
You will be eligible for the benefits package available to company executives.
Enclosed is a summary of those benefits (please note that Company benefits are
subject to change at the Company’s discretion). In addition, you will be
entitled to annual vacation of up to 20 days, accruing in accordance with
regular company policy as outlined in the Company’s Employee Handbook.


4.         Expense
Reimbursement. The Company shall reimburse you for all reasonable out-of-pocket
expenses which you incur on behalf of the Company, provided that you furnish to
the Company reasonably adequate records and documentary evidence of such
expense.


5.         Long-Term
Incentive Compensation. 


a.       Stock Option. We will recommend
that the Board of Directors grant to you, effective as of the first Board of
Directors meeting after your date of hire, options to purchase an aggregate
number of 500,000 shares of the Company’s common stock at an exercise price
equal to the fair market value of the underlying common stock on the date of
grant. We expect that these options will vest at the rate of 25% after the
first year and beginning in the second year on a monthly basis (1/48 of the
original grant amount) through years two through four and have a term of 10
years. As with all of the Company’s options, the grant will be subject to
execution of a stock option agreement in the form specified by the Board.
Additional option grants may be considered annually based upon your performance
against objectives, your general contribution towards the company success, and
the company’s business situation, all as determined solely at the discretion of
the Board of Directors.


b.       Annual Awards. You will be
eligible to participate in the Company’s annual awards to executives of
long-term incentive compensation, should the Company elect to establish an
equity incentive plan. Awards will be based upon performance as determined by
the Board’s Compensation Committee.


6.         Change
of Control. Immediately upon an acquisition of the Company by merger, the sale
of all or substantially all of the Company’s assets, or the purchase of fifty
percent (50%) or more of the Company’s voting securities or any other
reorganization resulting in a change of fifty percent (50%) or more in the
ownership of the Company’s outstanding voting securities (any such action
hereinafter to be referred to as a “Change of Control”), regardless of whether
or not you shall have voted for such Change of Control as a stockholder or
consented thereto in writing, all of your unvested options shall immediately
vest and become exercisable.


7.         Term
of Employment. Your employment with the Company is “at will” and not for any
specified period of time. As a result, either you or the Company are free to
terminate your employment at any time for any reason, with or without cause, by
giving written notice of such termination.


8.         Effect of Termination. If
the Company terminates your employment “Without Cause” (defined below), then
you will continue to receive your base salary (based on your base salary
prevailing at the time of termination), benefits and the vesting of stock
options for twelve (12) months from the date of such termination of your
employment (hereafter, the “Severance Period”).


If you are terminated for “Cause” (defined below) or you resign at any
time, then you would only be paid all salary and benefits through the date of
termination of your employment.



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As used in this Section, a termination for “Cause” shall mean a
termination for any of the following reasons: (i) engaging in intentional
misconduct which materially harms the Company; (ii) being convicted of a
felony; (iii) committing an act of fraud against the Company or the willful
material misappropriation of property belonging to the Company; (iv) materially
breaching the Confidentiality, Nondisclosure, Noncompetition and Invention
Assignment Agreement or any other agreement between you and the Company; or (v)
willfully disregarding your material duties despite adequate warnings from the
Board. With respect to a violation or breach as specified under clauses (iv) or
(v) above, “Cause” shall not exist unless you fail to cure such breach or
misconduct within twenty (20) days after you are given written notice from the
Company specifying such breach and stating that your failure to cure such
breach or misconduct will constitute Cause for termination under this
agreement. The Company will provide written notice of the reason for
termination in the case of any termination for “Cause.” A termination for any
other reason shall be a termination “Without Cause.” This regard of duties
shall not be interpreted to include any failure to meet sales milestones or
other goals established by the Company. An action will not be deemed willful
unless performed by the employee in bad faith.


Notwithstanding any provision of this letter to the contrary, if, at
the time of your termination of employment with the Company, the Company’s
securities are publicly traded on an established securities market and you are
a “specified employee” (as defined in section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”)) and the deferral of the commencement of any
payments or benefits otherwise payable pursuant to this letter as a result of
such termination of employment is necessary in order to prevent any accelerated
or additional tax under section 409A of the Code, then the Company will defer
the commencement of the severance payments described above (without any
reduction in such payments ultimately paid or provided to you) that are not
paid within the short-term deferral rule under section 409A of the Code and
that are in excess of the lesser of (A) two times your then annual compensation
or (B) two times the limit on compensation then set forth in section 401(a)(17)
of the Code, until the date that is six months following your termination of
employment with the Company (or the earliest date as is permitted under section
409A of the Code). Any amounts that are postponed pursuant to section 409A of
the Code will be paid in a lump sum payment within 10 days after the end of the
six- month period. If you die during the postponement period prior to the
payment of postponed amount, the amounts withheld on account of section 409A of
the Code shall be paid to the personal representative of the Employee’s estate
within 60 days after the date of your death. A “specified employee” means an
employee who, at any time during the 12-month period ending on the
identification date, is a “specified employee” under section 409A of the Code,
as determined by the Compensation Committee or its designee. The determination
of specified employees, including the number and identity of persons considered
specified employees and the identification date, shall be made by the
Compensation Committee or its designee in accordance with the provisions of
sections 416(i) and 409A of the Code and the regulations issued thereunder.


9.         Arbitration.
Any and all disputes between us which arise out of your employment, the
termination of your employment, or under the terms of this agreement shall be
resolved through final and binding arbitration. This shall include, without
limitation, disputes relating to this agreement, any disputes regarding your
employment by the Company or the termination thereof, claims for breach of
contract or breach or the covenant of good faith and fair dealing, and any
claims of discrimination or other claims under any federal, state or local law
or regulation now in existence or hereinafter enacted and as amended from time
to time concerning in any way the subject of your employment with the Company
or its termination. The only claims not covered by this section are the
following: (i) claims for benefits under the unemployment insurance or worker’s
compensation laws and (ii) claims concerning the validity, infringement or



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enforceability of any trade secret, patent right, copyright, trademark
or any other intellectual property held or sought by the Company, or which the
Company could otherwise seek; in each of these instances such disputes or
claims shall not be subject to arbitration, but rather, will be resolved
pursuant to applicable law. Binding arbitration will be conducted in
Philadelphia, Pennsylvania. The cost of arbitration will be bourn by the
Company. The arbitration will be conducted in accordance with the rules and
regulations of the American Arbitration Association. The prevailing party shall
be awarded its attorneys’ fees and costs and arbitration related expenses from
the non-prevailing party. You understand and agree that arbitration shall be
instead of any civil litigation, that each side waives its right to a jury
trial, and that the arbitrator’s decision shall be final and binding to the
fullest extent permitted by law and enforceable by any court having jurisdiction
thereof. Any reimbursement that may become payable to you pursuant to this
paragraph 9 will be made as soon as practicable following the date on which it
is determined that you are the prevailing party and entitled to such
reimbursement, but not later than the end of the calendar year following the
calendar year in which you are determined to be the prevailing party.


10.       Miscellaneous.
This Agreement and the rights and obligations of the parties shall be governed
by New Jersey law. Neither party may assign this agreement. In the event that
either party believes that the other party has breached this agreement in any
way, the party claiming such breach shall give written notice and thirty day
opportunity to cure such breach, in the event such breach is curable.


We sincerely hope you
will accept our offer: please indicate your acceptance by signing both copies
of this letter, returning one to me and retaining the other for your records.
If you have any questions concerning this position, please feel free to speak
with me.


	
  Sincerely yours,

  
	
   

  
	
  /s/ F. Raymond Salemme

  	
   

  
	
  F. Raymond Salemme

  
	
  Chief Executive Officer

  
	
   

  
	
   

  
	
  Accepted:

  	
  Scott Siegel

  	
  Date:

  	
  Sept. 10, 2007

  
	
   

  
	
   

  
	
  Agreeable Starting Date:

  	
  Tentative Oct. 1, 2007

  	
   

  
	
   

  
	
  cc:  Redpoint Compensation Committee

  
							



 



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