VP Business Development Employment Agreement - Kevin Eastwood

Exhibit 10.8


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the " Agreement" ), effective as of the 10 th day of September, 2003, is entered into by Achillion Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 300 George Street, New Haven, CT 06511-6624 (the " Company" ), and Kevin Eastwood, residing at 336 Bartlett Drive, Madison, Connecticut 06443 (the " Employee" ). This Agreement amends and restates the Employment Agreement between the Company and the Employee dated June 13, 2000 (the " Original Agreement" ).

WHEREAS, the Company desires to continue to engage the services of the Employee and the Employee desires to continue to be employed by the Company.


NOW, THEREFORE, in consideration of the employment or continued employment of the Employee, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows:

1. Term of Employment . The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing on the date hereof (the " Commencement Date" ) and ending on December 31, 2005 (such period, as it may be extended, the " Employment Period" ), unless sooner terminated in accordance with the provisions of Section 4.

2. Title; Capacity . The Employee shall serve as Vice President, Business Development or in such other reasonably comparable position as the Board of Directors (the " Board" ) may determine from time to time. The Employee shall be based at the Company' s headquarters in New Haven, Connecticut, or such place or places in the continental United States as the Board shall determine. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to the Employee by, the Board. The Board may also designate an officer of the Company to whom you shall report.

The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Employee. The Employee agrees to devote his or her entire business time, attention and energies to the business and interests of the Company during the Employment Period. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company.


3. Compensation and Benefits .


3.1 Salary . The Company shall pay the Employee, in periodic installments in accordance with the Company' s customary payroll practices, an annual base salary of $195,000

for the fifteen-month period commencing on the Commencement Date. Such salary shall be subject to adjustment thereafter as determined by the Board.


3.2 Bonus . The Employee shall be eligible to receive additional compensation of up to 25% of the Employee' s then current base salary based upon the Employee' s achievement of certain performance goals mutually agreed upon between the Employee and the Board.

3.3 Stay Bonus . If the Employee remains employed by the Company on September 10, 2004, the Employee shall be entitled to additional cash compensation equal to a payment of 8% of the Employee' s then current base salary.


3.4 Fringe Benefits . The Employee shall be entitled to participate in all benefit programs that the Company establishes and makes available to its employees, if any, to the extent that Employee' s position, tenure, salary, age, health and other qualifications make him or her eligible to participate. The Employee shall be entitled to three weeks paid vacation per year, to be taken at such times as may be approved by the Board.

3.5 Reimbursement of Expenses . The Company shall reimburse the Employee for all reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection with, or related to, the performance of his or her duties, responsibilities or services under this Agreement, in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time.


3.6 Equity . Upon the approval of the Board of Directors of the Company, the Employee shall be granted an incentive stock option for the purchase of 100,000 shares of the Company' s common stock, at a price per share equal to the fair market value at the time of Board of Director approval. These shares shall vest over four years, with 25% of the shares subject to the grant vesting September 10, 2004 and the remainder vesting in equal quarterly installments for the three-year period thereafter.


3.7. Withholding . All salary, bonus and other compensation payable to the Employee shall be subject to applicable withholding taxes.

4. Termination of Employment Period . The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:


4.1 Expiration of the Employment Period;


4.2 At the election of the Company, for Cause (as defined below), immediately upon written notice by the Company to the Employee, which notice shall identify the Cause upon which the termination is based;


4.3 At the election of the Employee, for Good Reason (as defined below) within twelve months following the consummation of a Corporate Transaction (as defined below), upon not less than two weeks' prior written notice of termination, which notice shall identify the Good Reason upon which the termination is based;

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4.4 Upon the death or disability (as defined below) of the Employee;

4.5 At the election of the Company, upon not less than fifteen (15) days' prior written notice of termination; or


4.6 At the election of the Employee, upon not less than fifteen (15) days' prior written notice of termination.

5. Effect of Termination .

5.1 At-Will Employment . If the Employment Period expires pursuant to Section 1 hereof, then, unless the Company notifies the Employee to the contrary, the Employee shall continue his or her employment on an at-will basis following the expiration of the Employment Period. Such at-will employment relationship may be terminated by either party at any time and shall not be governed by the terms of this Agreement (except for Section 6 hereof).


5.2 Payments Upon Termination .


(a) In the event the Employee' s employment is terminated pursuant to Section 4.1, Section 4.2, Section 4.4 or Section 4.6, the Company shall pay to the Employee the compensation and benefits otherwise payable to him or her under Sections 3.1 and 3.4 through the last day of his or her actual employment by the Company.

(b) In the event the Employee' s employment is terminated by the Employee pursuant to Section 4.3 or by the Company pursuant to Section 4.5, the Company shall continue to pay to the Employee his or her salary as in effect on the date of termination until the earlier of (i) the date that is six months after the date of termination or (ii) the date upon which the Employee commences full-time employment with another Company.


5.3 Survival . The provisions of Sections 6, 8 and 10 shall survive the termination of this Agreement.

5.4 Effect of Termination on Equity . In the event the Employee' s employment with the Company is terminated (i) by the Employee pursuant to Section 4.3 or (ii) within 12 months following a Corporate Transaction, by the Company pursuant to Section 4.5, then an additional 50% of the original number of shares of common stock subject to stock option agreements shall immediately vest and become exercisable upon the date of the Employee' s termination.

5.5 Release . The payment to the Employee of the amount payable under Section 5.2(b) shall (i) be contingent upon the Employee' s entering into a binding release prepared by counsel to the Company and reasonably acceptable to the Company and (ii) constitute the sole remedy of the Employee in the event of a termination of the Employee' s employment in the circumstances set forth in Section 5.2(b).


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6. Termination Obligations .


6.1 Return of Company' s Property . Employee hereby acknowledges and agrees that all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, and equipment furnished to or prepared by Employee in the course of or incident to Employee' s employment, belong to Company and shall be promptly returned to Company upon termination of Employee' s employment. Following termination, Employee will not retain any written or other tangible material containing any proprietary information of information pertaining to the Company' s proprietary information.

6.2 Cooperation in Pending Work . Following any termination of Employee' s employment, Employee shall fully cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees of the Company. Employee shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to Employee' s acts or omissions while employed by the Company.

7. Effect of Corporate Transaction . In the event the Company consummates a Corporate Transaction that is not a Private Transaction (as defined below), then an additional 25% of the original number of shares of common stock subject to stock option agreements shall immediately vest and become exercisable upon the date of the consummation of such transaction.

8. Non-Competition and Non-Solicitation Agreement . The Employee shall execute, simultaneously with the execution of this Agreement, the Amended and Restated Non- Competition and Non-Solicitation Agreement attached hereto as Exhibit A .


9. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

9.1 " Cause" shall mean (a) a good faith finding by the Company that (i) the Employee has failed to substantially perform his or her reasonably assigned duties for the Company, or (ii) the Employee has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect on the Company, (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony or (c) breach by the Employee of any material provision of this Agreement, any invention and non-disclosure agreement, non-competition and non-solicitation agreement or other agreement with the Company, which breach is not cured within thirty days written notice thereof.


9.2 " Corporate Transaction" shall mean the sale of all or substantially all of the capital stock (other than the sale of capital stock to one or more venture capitalists or other institutional investors pursuant to an equity financing (including a debt financing that is convertible into equity) of the Company approved by a majori ...