Exhibit 10.10
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 Christoph Westphal (the "Executive").
WHEREAS, the Company and the Executive are parties to a certain Employment
Agreement dated February 14, 2005 and as amended on August 30, 2006 and
February 13, 2007 (collectively, the "Previous Agreement") pursuant to which the
Executive has been serving the Company as its President and Chief Executive
Officer; 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 PRESIDENT AND CHIEF
EXECUTIVE OFFICER, SUBJECT TO THE DIRECTION AND CONTROL OF THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD").
IN ADDITION, THE EXECUTIVE WILL SERVE
WITHOUT FURTHER COMPENSATION AS A MEMBER OF THE BOARD FOR SO LONG AS THE
EXECUTIVE SERVES AS THE COMPANY'S CHIEF EXECUTIVE OFFICER, AND WILL SERVE AS THE
VICE CHAIRMAN OF THE BOARD UNTIL THE BOARD DETERMINES OTHERWISE.
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, EXCEPT AS PROVIDED IN SECTION 1(B) BELOW, HE WILL
DEVOTE HIS FULL BUSINESS TIME AND HIS BEST 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.
(b)
Activities Outside the Company.
The Executive may have four
outside commitments with companies other than the Company (including service as
a member of the board of directors or as an advisor of such other companies),
with such outside commitments to be subject to the approval of the Company's
Nominating and Corporate Governance Committee (the "Committee").
The Committee
may also, in its discretion, increase the number of outside commitments the
Executive may have.
The Executive will notify the Committee of any change in
his outside commitments.
The Executive will, as a general rule, not attend
board meetings of any other company other than the Company and those other
companies for which he serves as a director.
2.
COMPENSATION AND BENEFITS.
DURING THE EXECUTIVE'S EMPLOYMENT, AS
COMPENSATION FOR ALL SERVICES PERFORMED BY THE EXECUTIVE FOR THE COMPANY AND
SUBJECT TO HIS PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES FOR THE COMPANY,
PURSUANT TO THIS AGREEMENT