8-K

0001193125-15-346979.txt : 20151019 0001193125-15-346979.hdr.sgml : 20151019 20151019160537 ACCESSION NUMBER: 0001193125-15-346979 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20151013 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151019 DATE AS OF CHANGE: 20151019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEMPRA, INC. CENTRAL INDEX KEY: 0001461993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262644445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35405 FILM NUMBER: 151164301 BUSINESS ADDRESS: STREET 1: 6320 QUADRANGLE DRIVE STREET 2: SUITE 360 CITY: CHAPEL HILL STATE: NC ZIP: 27517-8149 BUSINESS PHONE: 919-576-2306 MAIL ADDRESS: STREET 1: 6320 QUADRANGLE DRIVE STREET 2: SUITE 360 CITY: CHAPEL HILL STATE: NC ZIP: 27517-8149 FORMER COMPANY: FORMER CONFORMED NAME: Cempra Holdings, LLC DATE OF NAME CHANGE: 20090414 8-K 1 d53049d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2015

CEMPRA, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35405	45-4440364
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)


6320 Quadrangle Drive, Suite 360, Chapel Hill, NC		27517
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (919) 313-6601

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(e)

David W. Oldach, M.D., Chief Medical Officer

On October 13, 2015, we entered into a change in control severance agreement with David W. Oldach, M.D., our Chief Medical Officer (the “Oldach Severance Agreement”). Pursuant to the Oldach Severance Agreement, if Dr. Oldach’s employment is terminated without “cause” (as defined in the Oldach Severance Agreement) or he resigns for “good reason” (as defined in the Oldach Severance Agreement) within 12 months of a “change in control” of the Company (as defined in the Oldach Severance Agreement), then, provided: (i) such termination results in Dr. Oldach incurring a “separation from service” as defined under Treasury Regulation 1.409A-1(h), (ii) Dr. Oldach has not breached the Oldach Severance Agreement or the previously executed confidentiality and assignment of inventions agreement, and (iii) conditioned upon his execution of an effective release, we will pay Dr. Oldach an amount equal to his then-current base salary for a period of 12 months, a lump sum payment of a pro rata bonus based upon Dr. Oldach’s target bonus amount for the year of his termination, and reimbursement of COBRA premiums for the lesser of 12 months or until he becomes eligible for insurance benefits from another employer. The Company also has the option to terminate COBRA payments following the Termination Date (as defined in the Oldach Severance Agreement), and instead pay a lump sum amount to Dr. Oldach equal to the remaining payments owed to him under the Oldach Severance Agreement. In addition, all of Dr. Oldach’s outstanding and unvested stock options and other equity awards would become immediately and fully exercisable. If Dr. Oldach’s employment is terminated due to his death, “disability” (as defined in the Oldach Severance Agreement), for “cause” by us, he resigns without “good reason” or the term of the Oldach Severance Agreement expires without renewal, Dr. Oldach will not be entitled to any additional compensation under the Oldach Severance Agreement beyond that which had accrued as of the date of termination. The Oldach Severance Agreement provides that if Dr. Oldach is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then no compensation or benefit that qualifies as a nonqualified deferred compensation plan under Section 409A of the Code will be paid or provided to Dr. Oldach before the day that is six months plus one day after the termination date. In addition, if an excess parachute payment would be made to Dr. Oldach in the event of a change in control, we may, at our election, reduce the amounts to be paid to Dr. Oldach to the extent necessary to avoid its treatment as an excess parachute payment under the Code. The Oldach Severance Agreement has an initial term of five years and will automatically renew thereafter for additional one-year terms unless we provide Dr. Oldach with notice of nonrenewal at least 90 days prior to the end of the initial five-year term or any additional one-year term.

Pursuant to the terms of the Oldach Severance Agreement, Dr. Oldach is subject to non-competition and non-solicitation provisions that apply for a period of 12 months immediately following a termination or cessation of his employment for any reason.

The foregoing description of the Oldach Severance Agreement is qualified in its entirety by reference to the full and complete terms contained therein, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Prabhavathi Fernandes, Ph.D., President and Chief Executive Officer

As previously disclosed, we had entered into an employment agreement (the “Fernandes Employment Agreement”) and a change in control severance agreement (the “Fernandes Severance Agreement”, collectively with the Fernandes Employment Agreement, the “Fernandes Agreements”) with Prabhavathi Fernandes, Ph.D., our President and Chief Executive Officer.

On October 13, 2015, we amended the Fernandes Agreements to give us the option to terminate COBRA payments following the Termination Date (as defined in the Fernandes Agreements), and instead pay a lump sum amount to Dr. Fernandes equal to the remaining payments owed to her under the Fernandes Agreements.

The foregoing description of the Fernandes Employment Agreement, the Fernandes Severance Agreement and each of their amendments are qualified in their entirety by reference to the full and complete terms contained therein, which are filed as Exhibits 10.16 and 10.17 to our Form 8-K filed August 13, 2013, and as Exhibits 10.2 and 10.3 to this report, both of which are incorporated herein by reference.

Mark W. Hahn, Executive Vice President and Chief Financial Officer, and David Moore, Executive Vice President and Chief Commercial Officer

As previously disclosed, we had entered into identical change in control severance agreements with Mark W. Hahn, our Executive Vice President and Chief Financial Officer (the “Hahn Severance Agreement”), and David Moore, our Executive Vice President and Chief Commercial Officer (the “Moore Severance Agreement”). On October 13, 2015, we amended the Hahn Severance Agreement and the Moore Severance Agreement (collectively, the “Amended Agreements”). The Amended Agreements provide terms that are identical to those for Dr. Oldach, described above. Specifically, the Amended Agreements now (i) increase the term after a “change of control”, from six to 12 months, in which the executive’s termination would trigger other terms of the executive’s Amended Agreement; (ii) increase the period, from six to 12 months, in which the executive would be paid his base salary following a termination after a change in control; (iii) add a lump sum payment of a pro rata bonus based upon the executive’s target bonus amount for the year of his termination; (iv) increase the period, from a maximum of six months to a maximum of 12 months, in which the executive would receive reimbursement of COBRA premiums following a termination after a change in control; and (v) give us the option to terminate COBRA payments following the Termination Date (as defined in the Amended Agreement), and instead pay a lump sum amount to the executive equal to the remaining COBRA payments owed to him under the Amended Agreement.

Pursuant to the terms of the Amended Agreements, each executive is subject to non-competition and non-solicitation provision that applies for a period of 12 months immediately following a termination or cessation of each of the executive’s employment for any reason.

The foregoing description of the Amended Agreements are qualified in their entirety by reference to the full and complete terms contained therein, which are filed as Exhibit 10.4 and 10.5 to this report, both of which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

10.1		Form of Change in Control Severance Agreement by and between Cempra, Inc. and David W. Oldach, M.D.

10.2		Amendment to Form of Employment Agreement by and between Cempra, Inc. and Prabhavathi B. Fernandes, Ph.D.

10.3		Amendment to Form of Change in Control Severance Agreement by and between Cempra, Inc. and Prabhavathi Fernandes, Ph.D.

10.4		Amendment to Form of Change in Control Severance Agreement by and between Cempra, Inc. and Mark W. Hahn

10.5		Amendment to Form of Change in Control Severance Agreement by and between Cempra, Inc. and David Moore

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


				CEMPRA, INC.

Date: October 19, 2015				/s/ Mark W. Hahn
				Mark W. Hahn, Chief Financial Officer

EX-10.1 2 d53049dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

CHANGE IN CONTROL SEVERANCE AGREEMENT

This Change in Control Severance Agreement (the “Agreement”) is made as of October 13, 2015, by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the “Company”), and David W. Oldach, M.D. (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Company presently employs Employee as its Chief Medical Officer;

WHEREAS, the Company and Employee desire to set forth consideration to be paid to Employee if his employment is terminated under certain circumstances following a “Change in Control” of the Company as defined herein; and

WHEREAS, the Company wishes to protect its investment in its business, employees, customer relationships, and confidential information, by requiring Employee to abide by certain restrictive covenants regarding competition and other matters, each of which is an inducement to the Company to provide Employee with the benefits described in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, including the continued employment of Employee by the Company and the compensation received by Employee from the Company from time to time, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions. For the purposes of the Agreement, the following terms shall be defined as set out below:

(a) “Base Salary” shall mean Employee’s then current annual base salary.

(b) “Board” means the Company’s Board of Directors.

(d) A “Change In Control” shall be deemed to have occurred upon the consummation of (i) a merger or consolidation in which the shareholders of the Company immediately prior to the merger or consolidation cease to own at least 50% of the combined entity immediately following the merger or consolidation; (ii) a sale of all or substantially all of the assets of the Company; (iii) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of any capital stock of the Company, if, after such acquisition, such individual, entity or group owns more than 50% of either (A) the then-outstanding common stock of the Company or (B) the combined voting power of the then-outstanding securities of the Company entitled to vote in the election of directors; or (iv) the liquidation or dissolution of the Company.

(e) “Cause” shall be determined by a majority of the Board (excluding Employee if a Board member) and shall mean:

(i) The willful failure, disregard or refusal by Employee to perform his duties as an employee of the Company;

(ii) Any willful, intentional or grossly negligent act by Employee having the effect of injuring, in a material way (whether financial or otherwise), the business or reputation of the Company or any of its affiliates;

(iii) Willful misconduct by Employee in respect of the duties or obligations of Employee, including, without limitation, insubordination with respect to lawful directions received by Employee from the Company or the Board;

(iv) Employee’s conviction of any felony (including entry of a nolo contendere or no contest plea);

(v) The determination by the Company, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that Employee personally engaged in some form of discrimination, harassment or retaliatory conduct prohibited by law (including, without limitation, discrimination based on race, color, religion, sex, national origin, age, disability or other status protected by law);

(vi) Any violation of the Company’s Code of Conduct (as it may be modified from time to time) or Insider Trading Policy or other similar policies that injures, or in the determination of the Board, has the potential to injure in a material way (whether financial or otherwise), the business or reputation of the Company or any of its affiliates that, if capable of being cured, is not cured by Employee within thirty (30) days after notice thereof is given to Employee by the Company;

(vii) Any misappropriation or embezzlement of the property of the Company or its affiliates (whether or not a misdemeanor or felony);

(viii) Breach by Employee of the Confidentiality and Assignment of Inventions Agreement entered into by and between Employee and the Company prior to the date hereof (the “Confidentiality and Assignment of Inventions Agreement”), that, if capable of being cured, is not cured by Employee within thirty (30) days after notice thereof is given to Employee by the Company; and

(ix) Breach by Employee of any provision of this Agreement other than those contained in the Confidentiality and Assignment of Inventions Agreement, that, if capable of being cured, is not cured by Employee within thirty (30) days after notice thereof is given to Employee by the Company.

(f) The “Code” means the Internal Revenue Code of 1986, as amended.

(g) “Good Reason” shall mean any of the following: (i) the assignment to Employee of duties materially inconsistent with Employee’s position, duties, responsibilities, titles or offices as described herein; (ii) material reduction by the Company of Employee’s duties and responsibilities; (iii) any reduction or series of reductions in excess of ten percent (10%) by the Company of Employee’s compensation or benefits payable hereunder (it being understood that a reduction of benefits applicable to all employees of the Company, including Employee, shall not be deemed a reduction of Employee’s compensation package for purposes of this definition); or (iv) a change of more than thirty-five (35) miles in the geographic location at which Employee must perform services for the Company. Notwithstanding the foregoing, Employee shall not have Good Reason for termination unless Employee gives written notice of termination for Good Reason within thirty (30) days after the event giving rise to Good Reason occurs, and the Company does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in Employee’s notice of termination, within thirty (30) days after the date on which Employee gives written notice of termination.

(h) “Disability” shall mean that Employee has been unable to substantially perform the essential job duties of his position hereunder with or without a reasonable accommodation for ninety (90) or more consecutive days, or more than one hundred twenty (120) days in any consecutive twelve (12) month period, by reason of any physical or mental illness or injury, as determined by the Board in its reasonable discretion.

(i) The “Term” of this Agreement shall mean an initial period of five (5) years following the Effective Date, plus successive one (1) year renewal periods thereafter so long as the Company does not provide Employee with written notice of its intention not to renew this Agreement at least ninety (90) days prior to the expiration of the initial five (5) year period or any additional one (1) year renewal period.

(j) “Termination Date” shall mean the effective date of Employee’s termination of employment with the Company.

(k) “Effective Release” is defined as a general release of claims in favor of the Company in a form reasonably acceptable to the Company’s counsel that is executed by Employee after the Termination Date and within any consideration period required by applicable law and that is not revoked by Employee within any legally prescribed revocation period.

2. Compensation upon Termination.

(a) Upon termination of employment by either party for any reason whatsoever, Employee shall be entitled to continue to receive his Base Salary, minus applicable withholdings required by law or authorized by Employee, and reimbursement of any accrued, unpaid and appropriately documented business expenses through the Termination Date.

Employee for Good Reason, and (1) such termination results in Employee incurring a “separation from service” as defined under Treasury Regulation 1.409A-1(h); (2) Employee has not breached this Agreement or the Confidentiality and Assignment of Inventions Agreement; and (3) conditioned upon Employee’s execution of an Effective Release, Employee shall be entitled to, in lieu of any other separation payment or severance benefit:

(i) Payment of an amount equal to twelve (12) months of his Base Salary, minus applicable withholdings required by law or authorized by Employee, to be paid pursuant to the Company’s standard payroll practices and procedures, beginning on the Company’s next regular pay day occurring sixty (60) days following the Termination Date;

(ii) Payment in a lump sum, on the Company’s next regular pay day occurring sixty (60) days following the Termination Date, of a pro rata bonus based upon Employee’s target bonus amount for the year in which the Termination Date occurs, pro-rated for the portion of the calendar year through the Termination Date;

(iii) Accelerated vesting of all outstanding and unvested stock options and other equity in the Company held by Employee, which shall become immediately and fully exercisable, subject to all other terms of the applicable equity plan and award agreement; and

(iv) Conditioned on Employee’s proper and timely election to continue his health insurance benefits under COBRA after the Termination Date, reimbursement of Employee’s applicable COBRA premiums for the lesser of twelve (12) months following the Termination Date or until Employee becomes eligible for insurance benefits from another employer, provided, however, that the Company has the right to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code.

(c) Upon termination of Employee’s employment (i) as a result of Employee’s death or Disability, (ii) by the Company for Cause, (iii) by Employee without Good Reason, or (iv) for any reason following the Term of this Agreement, Employee shall not be entitled to additional compensation under this Agreement beyond that accrued as of the Termination Date.

3. Section 409A.

(a) The parties hereby acknowledge and agree that all benefits or payments provided by the Company to Employee pursuant to this Agreement are intended either to be exempt from the provisions of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), or to be in compliance with Section 409A, and the Agreement shall be interpreted to the greatest extent possible to be so exempt or in compliance. If there is an ambiguity in the language of the Agreement, or if Section 409A guidance indicates that a change to the Agreement is required or desirable to achieve exemption or compliance with Section 409A, Company and Employee agree to attempt to renegotiate in good faith to clarify the ambiguity or make such change.

(b) If any severance or other payments that are required by the Agreement are to be paid in a series of installment payments, each individual payment in the series shall be considered a separate payment for purposes of Section 409A.

(c) If any severance compensation or other benefit provided to Employee pursuant to this Agreement that constitutes “nonqualified deferred compensation” within the meaning of Section 409A is considered to be paid on account of “separation from service” within the meaning of Section 409A, and Employee is a “specified employee” within the meaning of Section 409A, no payments of any of such severance or other benefit shall made for six (6) months plus one (1) day after the Separation Date (the “New Payment Date”). The aggregate of any such payments that would have otherwise been paid during the period between the Separation Date and the New Payment Date shall be paid to the Employee in a lump sum on the New Payment Date.

4. Excess Parachute Payments. If any payments or benefits received or to be received by Employee pursuant to this Agreement in connection with or contingent on a change in ownership or control are deemed to be an “excess parachute payment” within the meaning of Section 280G of the Code (“Excess Parachute Payment”), and if the Company has no publicly traded stock, the Company will use commercially reasonable efforts to obtain “shareholder approval” within the meaning of Section 280G(b)(5) of the Code of such payments or benefits in order to exempt such payments or benefits from being considered an Excess Parachute Payment. If, notwithstanding the foregoing, such payments or benefits still would be considered to result in an Excess Parachute Payment, then, at Company’s election, such payments under this Agreement shall either be paid in full or reduced to the extent necessary to avoid being considered an Excess Parachute Payment, based upon Company’s determination, in its sole discretion, as to which alternative results in the better tax consequences for the Employee.

5. Employment At Will. Nothing herein is meant to alter the “at will” status of Employee’s employment with the Company. Subject to the provisions of Section 2 above regarding payments in connection with a termination following a Change in Control, Employee’s employment with the Company may be terminated at any time, for any or no cause or reason, by either Employee or by the Company.

6. Non-Competition, Non-Solicitation and Non-Disparagement.

(a) While Employee is employed by the Company and for a period of twelve (12) months after the termination or cessation of such employment by either party for any reason whatsoever, Employee will not, directly on Employee’s own behalf or indirectly for or in conjunction with others:

sold or developed by the Company at the time of Employee’s termination (collectively, the “Competitive Products”) in any management or executive role in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of Employee’s employment, or in any position where Employee or such business or enterprise would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement;

(ii) Within the Restricted Territory, solicit or accept employment or be retained by an individual or entity who, at any time during the term of this Agreement, was an agent, client, licensee, or customer of the Company, where Employee would have any management or executive role or be in any position (whether as an employee, contractor or consultant) in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of Employee’s employment or in any position where Employee or such individual or entity would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement;

(iii) Within the Restricted Territory, become financially interested in an enterprise that is engaged, as a substantial part of its operations, in developing, manufacturing, marketing, licensing or selling the Competitive Products; provided, however, that nothing in this Agreement shall be construed to prevent Employee from owning less than five percent (5%) of the outstanding voting securities of any entity whose voting securities are listed on a national securities exchange;

(iv) Solicit or accept the business of any customer of the Company whom Employee solicited or serviced for the Company during the last twelve (12) months of Employee’s employment with the Company for the purpose of selling or providing Competitive Products to such customer; and/or

(v) Solicit, induce or encourage any employee, consultant, or independent contractor of the Company to terminate his or her employment or contracting relationship with the Company.

(b) For purposes of this Agreement, the “Restricted Territory” means North America; but if such territory is determined to be overly broad, then the United States; and, if such territory is also determined to be overly broad, then each state or province in North America in which the Company engages in material business activities or sells or licenses its products. Provided, however, that it shall not be a violation of this Section 6 for Employee to work outside of the Restricted Territory for any business or enterprise that develops, manufactures, markets, licenses or sells Competitive Products, so long as that business or enterprise does not manufacture, market, license or sell any Competitive Products that compete with the Company’s products within the Restricted Territory.

thereafter, the Company and Employee each further agree that neither party shall directly or indirectly disparage or defame the name or reputation of the other party or any of its affiliates, including but not limited to any officer, director, employee or shareholder of the Company or any of its affiliates.

(d) In the event of a breach or threatened breach of this Section 6 by Employee, then, in addition to any other rights which the Company may have, (i) the Company will have the right to immediately terminate any remaining payment obligations to Employee pursuant to Sections 2(b)(i), 2(b)(ii), and 2(b)(iv) above without any further obligation to Employee, and Employee will immediately repay to the Company any amounts previously paid to Employee pursuant to Section 2(b)(i), 2(b)(ii), and 2(b)(iv) above; (ii) the Company will be entitled to injunctive relief to enforce this Section 6 (and notwithstanding anything set forth in Section 7(b) below, the Company may seek injunctive relief in any court of competent jurisdiction without waiving the right to arbitration under Section 7(b)); and (iii) the Company will have the right to require Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively, the “Benefits”) derived or received by Employee as a result of any transaction constituting a breach of any of the provisions of Section 6, and Employee hereby agrees to account for and pay over such Benefits to the Company. Notwithstanding the foregoing, the sole remedy available to the Company with respect to a breach by Employee of (a)(i), (a)(iii) or (a)(iv) above that relates to Competitive Products other than a product or products in the fusidane or macrolide classes of products shall be termination effective as of the breach of any remaining payment obligations pursuant to Section 2(b) of this Agreement.

(e) Each of the rights and remedies enumerated in Section 6(d) shall be independent of the others and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 6, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 6 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.

(f) The provisions of this Section 6 will survive any termination of this Agreement and the termination of Employee’s employment with the Company.

7. Miscellaneous.

(a) This Agreement is governed by and will be construed and interpreted in accordance with the laws of the State of North Carolina, without reference to its conflict of laws principles.

(b) Any dispute arising out of, or relating to, this Agreement or the breach thereof, or regarding the interpretation thereof, shall be finally settled by binding arbitration conducted in Raleigh, North Carolina and administered by the American Arbitration Association (“AAA”) pursuant to its then-current Employment Arbitration Rules and Mediation Procedures (available at www.adr.org). The arbitration shall be conducted by a single experienced arbitrator or retired judge, to be chosen via the AAA’s selection procedures. The arbitrator’s award shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator may award monetary damages and, in the arbitrator’s discretion, attorneys’ fees and/or costs to the prevailing party if allowed by statute. The arbitrator may not award punitive damages or any other type of exemplary damages unless such damages are specifically authorized by statute. Any filing fees and the fees and costs of the arbitrator shall be paid equally by the Company and Employee. Each party shall pay the fees of his or its attorneys, the expenses of his or its witnesses, and any other expenses that party incurs in connection with the arbitration. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, the parties hereby submit to the sole and exclusive jurisdiction of the state or federal courts sitting in Orange County, North Carolina, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it or him if sent by registered mail addressed to it or him at the address referred to in Section 7(g) of this Agreement.

(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, legal representatives, successors and assigns.

(d) This Agreement, and Employee’s rights and obligations hereunder, may not be assigned by Employee. The Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business or assets, but no such assignment shall release the Company of its obligations hereunder.

(e) This Agreement cannot be amended orally, or by any course of conduct or dealing, but only by a written agreement signed by the parties hereto.

(f) The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and such terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

(g) All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered personally or by an overnight courier service or sent by registered or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth on the first page of this Agreement, and shall be deemed given when so delivered personally or by overnight courier, or, if mailed, five days after the date of deposit in the United States mail. Either party may designate another address, for receipt of notices hereunder by giving notice to the other party in accordance with this paragraph (g).

(h) This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

(i) As used in this Agreement, an “affiliate” of a specified person or entity shall mean and include any person or entity controlling, controlled by or under common control with the specified person or entity.

(j) The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

(k) This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


CEMPRA, INC.

By:		/s/ Prabhavathi Fernandes, Ph.D.
Name:		Prabhavathi Fernandes, Ph.D.
Title:		President and CEO


EMPLOYEE

By:		/s/ David W. Oldach, M.D.
Name:		David W. Oldach, M.D.

[Signature Page to Change in Control Severance Agreement – D. Oldach]

EX-10.2 3 d53049dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 13th day of October, 2015 by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the “Company”), and Prabhavathi Fernandes, Ph.D. (the “Executive”).

WITNESSETH:

WHEREAS, Executive and the Company previously entered into an Executive Employment Agreement (the “Employment Agreement”) as of August 9, 2013;

WHEREAS, Executive and the Company wish to amend the Employment Agreement to alter certain provisions regarding the consideration to be paid to Executive under certain circumstances following a termination of Executive’s employment with the Company; and

WHEREAS, in light of the foregoing, Executive and the Company desire to mutually and voluntarily amend the Employment Agreement, effective as of the date set forth above (the “Effective Date”), pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows.

1. AMENDMENT TO SECTION 10(d) OF THE EMPLOYMENT AGREEMENT. Section 10 of the Employment Agreement is modified by replacing existing Section 10(d) with a new Section 10(d) as follows:

(d) If Executive’s employment is terminated by the Company without Cause (and not due to the expiration and non-renewal of the Term or Executive’s death or Disability) or by Executive for Good Reason, the Company will pay her the Base Salary through the date of her termination, plus her Target Bonus based upon the average percentage of achievement of target objectives for the prior three (3) years, pro rated through the date of her termination, all minus applicable withholdings required by law or authorized by Executive, plus any unpaid reimbursement amounts for business expenses incurred through the date of termination, and, in addition, if (i) such termination results in Executive incurring a “separation from service” as defined under Treasury Regulation 1.409A-1(h); (ii) Executive has not breached this Agreement; and (iii) Executive signs and does not revoke within sixty (60) days after the termination date a general release of claims against the Company related to her employment (the “Release”), in form and substance satisfactory to the Company the Company shall:

(i) Continue to pay to Executive an amount equal to her Base Salary for a period of eighteen (18) months following such termination, plus one and one half

times her Target Bonus based upon the average percentage of achievement of target objectives for the prior three (3) years, payable in eighteen (18) equal monthly payments, all minus any federal, state and local payroll taxes and other withholdings legally required or properly requested by Executive; and

(ii) Conditioned on Executive’s proper and timely election to continue her health insurance benefits under COBRA after the Termination Date, reimburse Executive’s applicable COBRA premiums for the lesser of eighteen (18) months following the Termination Date or until Executive becomes eligible for insurance benefits from another employer.

The Company shall pay the Base Salary and any pro rated Target Bonus in accordance with the Company’s regular payroll schedule, beginning within fifteen (15) days immediately following her termination. Notwithstanding the foregoing, any amount that would be payable within the 60-day period following Executive’s termination if Executive signed and did not revoke the general release on the day of her termination shall be delayed until the 61^st day following Executive’s termination. The Company shall pay the COBRA payment on the first day of the month immediately following the month to which it relates, provided, however hat the Company has the right to terminate such payment of COBRA premium reimbursement to Executive and instead pay Executive a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code. Each such COBRA payment (or the lump sum payment, if applicable) shall be treated as taxable wages to Executive. The Company shall pay any other amounts due pursuant to this paragraph at the same time the amount would have been paid had Executive remained employed by the Company.

(iii) Except as provided under the terms of the Company’s employee benefit plans or as provided by that certain Change in Control Severance Agreement of even date herewith, Executive shall have no further entitlement to any other compensation or benefits from the Company.

2. REMAINDER OF EMPLOYMENT AGREEMENT. Except as expressly set forth in this Amendment, the provisions of the Employment Agreement will remain in full force and effect, in their entirety, in accordance with their terms.

3. MISCELLANEOUS. This Amendment will be governed, construed, and interpreted in accordance with the laws of the State of North Carolina, without giving effect to conflicts of laws principles of any jurisdiction. The parties agree that this Amendment may only be modified in a signed writing executed by each of the parties hereto. This Amendment will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date.


CEMPRA, INC.

By:		/s/ Garheng Kong, M.D., Ph.D.
Name:		Garheng Kong, M.D., Ph.D.
Title:		Chairman of the Board of Directors


EXECUTIVE

By:		/s/ Prabhavathi Fernandes, Ph.D.
Name:		Prabhavathi Fernandes, Ph.D.

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EX-10.3 4 d53049dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Amendment”) is made and entered into this 13th day of October, 2015 by and between Cempra, Inc., a Delaware corporation with its principal executive offices at 6320 Quadrangle Drive, Suite 360, Chapel Hill, NC 27517 (the “Company”), and Prabhavathi Fernandes, Ph.D. (the “Employee”).

WITNESSETH:

WHEREAS, Employee and the Company previously entered into a Change in Control Severance Agreement (the “Severance Agreement”) as of August 9, 2013;

WHEREAS, Employee and the Company wish to amend the Severance Agreement to alter certain provisions regarding the consideration to be paid to Employee under certain circumstances following a “Change in Control” of the Company and to make other clarifying amendments; and

WHEREAS, in light of the foregoing, Employee and the Company desire to mutually and voluntarily amend the Severance Agreement, effective as of the date set forth above (the “Effective Date”), pursuant to the terms set forth herein.

1. AMENDMENT TO SECTION 1(d) OF THE SEVERANCE AGREEMENT. Section 1 of the Severance Agreement is modified by replacing existing Section 1(d)(v) with a new Section 1(d)(v) as follows:

2. AMENDMENT TO SECTION 1(f) OF THE SEVERANCE AGREEMENT. Section 1 of the Severance Agreement is modified by replacing existing Section 1(f) with a new Section 1(f) as follows:

Employee’s direct reporting relationship to the Board other than a change in the composition of the Board; (iii) any reduction or series of reductions in excess of ten percent (10%) by the Company of Employee’s compensation or benefits payable hereunder (it being understood that a reduction of benefits applicable to all employees of the Company, including Employee, shall not be deemed a reduction of Employee’s compensation package for purposes of this definition); or (iv) a change of more than thirty-five (35) miles in the geographic location at which Employee must perform services for the Company. Notwithstanding the foregoing, Employee shall not have Good Reason for termination unless Employee gives written notice of termination for Good Reason within thirty (30) days after the event giving rise to Good Reason occurs, and the Company does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in Employee’s notice of termination, within thirty (30) days after the date on which Employee gives written notice of termination.

3. AMENDMENT TO SECTION 2 OF THE SEVERANCE AGREEMENT. Section 2 of the Severance Agreement is modified by replacing existing Section 2(b)(iii) with a new Section 2(b)(iii) as follows:

(iii) Conditioned on Employee’s proper and timely election to continue her health insurance benefits under COBRA after the Termination Date, reimbursement of Employee’s applicable COBRA premiums for the lesser of twenty-four (24) months following the Termination Date or until Employee becomes eligible for insurance benefits from another employer, provided, however, that the Company has the right to terminate such payment of COBRA premium reimbursement to Employee and instead pay Employee a lump sum amount equal to the applicable COBRA premium multiplied by the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code.

4. REMAINDER OF SEVERANCE AGREEMENT. Except as expressly set forth in this Amendment, the provisions of the Severance Agreement will remain in full force and effect, in their entirety, in accordance with their terms.

5. MISCELLANEOUS. This Amendment will be governed, construed, and interpreted in accordance with the laws of the State of North Carolina, without giving effect to conflicts of laws principles of any jurisdiction. The parties agree that this Amendment may only be modified in a signed writing executed by each of the parties hereto. This Amendment will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date.


CEMPRA, INC.

By:		/s/ Garheng Kong, M.D., Ph.D.
Name:		Garheng Kong, M.D., Ph.D.
Title:		Chairman of the Board of Directors


EMPLOYEE

By:		/s/ Prabhavathi Fernandes, Ph.D.
Name:		Prabhavathi Fernandes, Ph.D.

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EX-10.4 5 d53049dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT

WITNESSETH:

WHEREAS, Employee and the Company previously entered into a Change in Control Severance Agreement (the “Severance Agreement”) as of May 23, 2014;

1. AMENDMENT TO SECTION 1(d) OF THE SEVERANCE AGREEMENT. Section 1 of the Severance Agreement is modified by replacing existing Section 1(d)(v) with a new Section 1(d)(v) as follows:

2. AMENDMENT TO SECTION 1(f) OF THE SEVERANCE AGREEMENT. Section 1 of the Severance Agreement is modified by replacing existing Section 1(f) with a new Section 1(f) as follows:

(f) “Good Reason” shall mean any of the following: (i) the assignment to Employee of duties materially inconsistent with Employee’s position, duties, responsibilities, titles or offices as described herein; (ii) material reduction by the Company of Employee’s duties and responsibilities; (iii) any reduction or series of reductions in excess of ten percent (10%) by the Company of Employee’s compensation or benefits payable hereunder (it being understood that a reduction of benefits applicable to all employees of the Company, including Employee, shall not be deemed a reduction of Employee’s compensation package for purposes of this definition); or (iv) a change of more than thirty-five (35) miles in the geographic location at which Employee must perform services for the Company. Notwithstanding the foregoing, Employee shall not have Good Reason for termination unless Employee gives written notice of termination for Good Reason within thirty (30) days after the event giving rise to Good Reason occurs, and the Company does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in Employee’s notice of termination, within thirty (30) days after the date on which Employee gives written notice of termination.

3. AMENDMENT TO SECTION 2 OF THE SEVERANCE AGREEMENT. Section 2 of the Severance Agreement is modified by replacing existing Section 2(b) with a new Section 2(b) as follows:

(b) In addition, if during the Term of this Agreement, Employee’s employment with the Company is terminated within twelve (12) months after a Change in Control, either by the Company without Cause (and other than due to death or Disability) or by Employee for Good Reason, and (1) such termination results in Employee incurring a “separation from service” as defined under Treasury Regulation 1.409A-1(h); (2) Employee has not breached this Agreement, or the Confidentiality and Assignment of Inventions Agreement; and (3) conditioned upon Employee’s execution of an Effective Release, Employee shall be entitled to, in lieu of any other separation payment or severance benefit:

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4. ADDITION OF SECTION 7 TO THE SEVERANCE AGREEMENT. The Severance Agreement is further amended by adding a new Section 7 as follows:

7. Non-Competition, Non-Solicitation and Non-Disparagement.

(i) Within the Restricted Territory (as defined in subsection (b) below), engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) that develops, manufactures, markets, licenses or sells any pharmaceutical antibiotic products that compete with the products being sold or developed by the Company at the time of Employee’s termination (collectively, the “Competitive Products”) in any management or executive role in which Employee would perform duties that are the same or substantially similar to those duties actually performed by Employee for the Company in the twelve (12) months immediately prior to the termination of Employee’s employment, or in any position where Employee or such business or enterprise would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement;

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months immediately prior to the termination of Employee’s employment or in any position where Employee or such individual or entity would benefit from Employee’s use or disclosure of the Company’s Proprietary Information as defined in the Confidentiality and Assignment of Inventions Agreement;

(v) Solicit, induce or encourage any employee, consultant, or independent contractor of the Company to terminate his or her employment or contracting relationship with the Company.

(b) For purposes of this Agreement, the “Restricted Territory” means North America; but if such territory is determined to be overly broad, then the United States; and, if such territory is also determined to be overly broad, then each state or province in North America in which the Company engages in material business activities or sells or licenses its products. Provided, however, that it shall not be a violation of this Section 7 for Employee to work outside of the Restricted Territory for any business or enterprise that develops, manufactures, markets, licenses or sells Competitive Products, so long as that business or enterprise does not manufacture, market, license or sell any Competitive Products that compete with the Company’s products within the Restricted Territory.

(c) During Employee’s employment with the Company and at all times thereafter, the Company and Employee each further agree that neither party shall directly or indirectly disparage or defame the name or reputation of the other party or any of its affiliates, including but not limited to any officer, director, employee or shareholder of the Company or any of its affiliates.

(d) In the event of a breach or threatened breach of this Section 7 by Employee, then, in addition to any other rights which the Company may have, (i) the Company will have the right to immediately terminate any remaining payment obligations to Employee pursuant to Section 2(b)(i), 2(b)(ii), and 2(b)(iv) above without any further obligation to Employee, and Employee will immediately repay to the Company any amounts previously paid to Employee pursuant to

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Section 2(b)(i), 2(b)(ii), and 2(b)(iv) above; (ii) the Company will be entitled to injunctive relief to enforce this Section 7 (and notwithstanding anything set forth in Section 6(b) above, the Company may seek injunctive relief in any court of competent jurisdiction without waiving the right to arbitration under Section 6(b)); and (iii) the Company will have the right to require Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits (collectively, the “Benefits”) derived or received by Employee as a result of any transaction constituting a breach of any of the provisions of Section 7, and Employee hereby agrees to account for and pay over such Benefits to the Company. Notwithstanding the foregoing, the sole remedy available to the Company with respect to a breach by Employee of (a)(i), (a)(iii) or (a)(iv) above that relates to Competitive Products other than a product or products in the fusidane or macrolide classes of products shall be termination effective as of the breach of any remaining payment obligations pursuant to Section 2(b) of this Agreement.

(e) Each of the rights and remedies enumerated in Section 7(d) shall be independent of the others and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in this Section 7, or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Section 7 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right to the relief provided in this Section 7 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and independent covenants.

(f) The provisions of this Section 7 will survive any termination of this Agreement and the termination of Employee’s employment with the Company.

5. CONSIDERATION FOR COVENANT NOT TO COMPETE. Employee acknowledges that one of the effects of this Amendment is to make a post-employment covenant not to compete a part of the Severance Agreement. Employee acknowledges and agrees that such covenant not to compete is supported by adequate consideration, including, but not limited to, the Company’s agreement to provide enhanced benefits pursuant to the amended Section 2(b) of the Severance Agreement. The Company would not have agreed to amend Section 2(b) of the Severance Agreement but for Employee’s agreement to the restrictions imposed by new Section 7 of the Severance Agreement.

6. REMAINDER OF SEVERANCE AGREEMENT. Except as expressly set forth in this Amendment, the provisions of the Severance Agreement will remain in full force and effect, in their entirety, in accordance with their terms.

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7. MISCELLANEOUS. This Amendment will be governed, construed, and interpreted in accordance with the laws of the State of North Carolina, without giving effect to conflicts of laws principles of any jurisdiction. The parties agree that this Amendment may only be modified in a signed writing executed by each of the parties hereto. This Amendment will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date.


CEMPRA, INC.

By:		/s/ Prabhavathi Fernandes, Ph.D.
Name:		Prabhavathi Fernandes, Ph.D.
Title:		President and CEO


EMPLOYEE

By:		/s/ Mark W. Hahn
Name:		Mark W. Hahn

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EX-10.5 6 d53049dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT

WITNESSETH:

WHEREAS, Employee and the Company previously entered into a Change in Control Severance Agreement (the “Severance Agreement”) as of May 23, 2014;

1. AMENDMENT TO SECTION 1(d) OF THE SEVERANCE AGREEMENT. Section 1 of the Severance Agreement is modified by replacing existing Section 1(d)(v) with a new Section 1(d)(v) as follows:

2. AMENDMENT TO SECTION 1(f) OF THE SEVERANCE AGREEMENT. Section 1 of the Severance Agreement is modified by replacing existing Section 1(f) with a new Section 1(f) as follows:

3. AMENDMENT TO SECTION 2 OF THE SEVERANCE AGREEMENT. Section 2 of the Severance Agreement is modified by replacing existing Section 2(b) with a new Section 2(b) as follows:

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4. ADDITION OF SECTION 7 TO THE SEVERANCE AGREEMENT. The Severance Agreement is further amended by adding a new Section 7 as follows:

7. Non-Competition, Non-Solicitation and Non-Disparagement.

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(v) Solicit, induce or encourage any employee, consultant, or independent contractor of the Company to terminate his or her employment or contracting relationship with the Company.

(b) For purposes of this Agreement, the “Restricted Territory” means North America; but if such territory is determined to be overly broad, then the United States; and, if such territory is also determined to be overly broad, then each state or province in North America in which the Company engages in material business activities or sells or licenses its products. Provided, however, that it shall not be a violation of this Section 7 for Employee to work outside of the Restricted Territory for any business or enterprise that develops, manufactures, markets, licenses or sells Competitive Products, so long as that business or enterprise does not manufacture, market, license or sell any Competitive Products that compete with the Company’s products within the Restricted Territory.

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(f) The provisions of this Section 7 will survive any termination of this Agreement and the termination of Employee’s employment with the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date.


CEMPRA, INC.

By:		/s/ Prabhavathi Fernandes, Ph.D.
Name:		Prabhavathi Fernandes, Ph.D.
Title:		President and CEO


EMPLOYEE

By:		/s/ David S. Moore
Name:		David S. Moore

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