Exhibit 10.12
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 3, 2008 (the
"Agreement") is by and between Sirtris Pharmaceuticals, Inc. (the "Company"), a
Delaware corporation with its principal place of business at 200 Technology
Square, Cambridge, Massachusetts, and Peter Elliott (the "Executive").
WHEREAS, the Company and the Executive are parties to a certain Employment
Agreement dated August 16, 2005 (the "Previous Agreement") pursuant to which the
Executive has been serving the Company as its Senior Vice President, Head of
Development; and
WHEREAS, the Company and the Executive desire to make certain changes to the
terms and conditions of the Executive's employment;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company offers and the Executive accepts
employment upon the following amended and restated terms and conditions:
1.
POSITION AND DUTIES.
(A)
THE COMPANY.
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THIS AGREEMENT, THE COMPANY HEREBY OFFERS AND THE EXECUTIVE HEREBY
ACCEPTS EMPLOYMENT WITH THE COMPANY TO SERVE AS ITS SENIOR VICE PRESIDENT, HEAD
OF DEVELOPMENT, SUBJECT TO THE DIRECTION AND CONTROL OF THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY.
SUBJECT TO THE DISCRETION OF THE CHIEF EXECUTIVE
OFFICER, THE EXECUTIVE'S DUTIES WILL INCLUDE OVERSIGHT OF THE NON-CLINICAL AND
CLINICAL DEVELOPMENT ACTIVITIES OF THE COMPANY.
THE EXECUTIVE AGREES TO PERFORM
THE DUTIES OF HIS POSITION AND SUCH OTHER DUTIES AS REASONABLY MAY BE ASSIGNED
TO HIM FROM TIME TO TIME. THE EXECUTIVE ALSO AGREES THAT WHILE EMPLOYED BY THE
COMPANY, HE WILL DEVOTE ONE HUNDRED PERCENT (100%) OF HIS BUSINESS TIME AND HIS
REASONABLE COMMERCIAL EFFORTS, BUSINESS JUDGMENT, SKILL AND KNOWLEDGE
EXCLUSIVELY TO THE ADVANCEMENT OF THE BUSINESS AND INTERESTS OF THE COMPANY AND
TO THE DISCHARGE OF HIS DUTIES AND RESPONSIBILITIES FOR IT.
THE EXECUTIVE MAY,
HOWEVER, (I) SERVE AS AN OFFICER, DIRECTOR, TRUSTEE OR COMMITTEE MEMBER OF ANY
RELIGIOUS, PROFESSIONAL, CIVIC, CHARITABLE OR EDUCATIONAL ORGANIZATION,
(II) WITH THE PRIOR APPROVAL OF THE CHIEF EXECUTIVE OFFICER OF THE COMPANY,
SERVE AS A DIRECTOR OF UP TO ONE CORPORATION WHOSE BUSINESSES ARE NOT
COMPETITIVE WITH THE COMPANY, AND (III) ENGAGE IN, AND DEVOTE TIME AND EFFORT
TO, ANY AND ALL PERSONAL INVESTMENTS (WHICH SHALL IN NO EVENT INCLUDE BEING AN
OFFICER OR PRINCIPAL SHAREHOLDER OF ANY PUBLIC OR PRIVATE COMPANY) UNRELATED TO
THE BUSINESS OR AFFAIRS OF THE COMPANY, IN EACH CASE SO LONG AS SUCH ACTIVITIES
DO NOT REQUIRE MORE THAN TEN (10) HOURS PER WEEK OF THE EXECUTIVE'S TIME OR
OTHERWISE INTERFERE WITH THE EXECUTIVE'S OBLIGATIONS TO THE COMPANY HEREUNDER OR
COMPETE OR CONFLICT IN ANY WAY WITH THE BUSINESS OF THE COMPANY. DURING THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE MAY PROVIDE CONSULTING
SERVICES TO OTHER PERSONS ONLY WITH THE PRIOR APPROVAL OF THE CHIEF EXECUTIVE
OFFICER AND THE BOARD.
2.
Compensation and Benefits.
During the Executive's employment,
as compensation for all services performed by