Exhibit 10.2
AMENDMENT TO SEVERANCE AGREEMENT
This Amendment Agreement (the "Amendment"), effective as of December 17,
2004, is entered into by and between MacroChem Corporation ("MacroChem" or the
"Company"), and Xxxxx X. Xxxxxx (the "Executive").
RECITALS
WHEREAS, the parties have previously entered into a Severance Agreement
dated as of October 25, 2002 (the "Original Agreement") with respect to the
provision of severance benefits to the Executive; and
WHEREAS, the parties desire to amend the terms of the Original Agreement as
set forth herein; and
WHEREAS, the parties desire to continue to abide by all remaining terms of
the Original Agreement;
Now, THEREFORE, in consideration of these recitals and of the mutual
promises set forth herein, it is agreed as follows:
AGREEMENT
1. SEVERANCE BENEFITS. The parties hereby agree that paragraph 1.2(b) of the
Original Agreement shall be replaced in its entirety by the following:
"1.2(b) SEVERANCE BENEFITS. The Company will provide severance benefits as
follows:
(i) The Company will pay to Executive within 30 days of the termination a
lump-sum cash amount equal to 100% of Executive's then current annual base
salary in effect immediately prior to the termination (or, if his base salary
has been reduced within 60 days of the termination or at any time after a Change
of Control, his base salary in effect prior to the reduction) provided that
Executive may in his sole discretion elect to have such payment made in monthly
installments over a period not to exceed 12 months. The foregoing payments are
in addition to and not in lieu of salary and bonus for the current year that has
been earned but not yet paid. If current year target bonus is tied, in whole or
in part, to annualized performance benchmarks, it will be equitably prorated.
(ii) The Company will continue to provide Executive, for a period of 12
months from the date of termination or until commencement of new employment
providing substantially similar benefits, whichever is earlier, with any
medical, dental, disability, life insurance and automobile reimbursement
benefits and other perquisites in effect at the time of his termination (or, if
his level of benefits has been reduced within 60 days of the termination, his
level of benefits in effect prior to the reduction), provided the Company is
able to provide such benefits to Executive under its existing plans and
arrangements.
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(iii) The Company will make outplacement services available to Executive
for a period of 6 months from the date of termination.
(iv) To the extent not otherwise provided for under the Company's stock
plans, all options to purchase Company stock held by Executive will become
exercisable and remain exercisable for the period of time set forth in the
instruments governing such options, and all restricted stock held by Executive
under restricted stock plans and arrangements of the Company will become
vested."
2. SEVERANCE BENEFITS UPON CHANGE OF CONTROL. The parties hereby agree
that paragraph 1.3(b) of the Original Agreement shall be replaced in
ts entirety by the following:
"1.3(b) Severance Benefits. The Company will provide severance benefits as
follows:
(i) The Company will pay to Executive within 30 days of the termination a
lump-sum cash amount equal to the sum of (a) 100% of Executive's then current
annual base salary in effect immediately prior to the termination (or, if his
base salary has been reduced within 60 days of the termination or at any time
after a Change of Control, his base salary in effect prior to the reduction),
plus (b) 100% of the Executive's target bonus for the current year or for the
year immediately prior to the Change of Control, whichever is higher; provided
that Executive may in his sole discretion elect to have such payment made in
monthly installments over a period not to exceed 12 months. The foregoing
payments are in addition to and not in lieu of salary and bonus for the current
year that has been earned but not yet paid. If current year target bonus is
tied, in whole or in part, to annualized performance benchmarks, it will be
equitably prorated.
(ii) The Company will continue to provide Executive, for a period of 12
months from the date of termination or until commencement of new employment
providing substantially similar benefits, whichever is earlier, with any
medical, dental, disability, life insurance and automobile reimbursement
benefits and other perquisites in effect at the time of his termination (or, if
his level of benefits has been reduced within 60 days of the termination, his
level of benefits in effect prior to the reduction), provided the Company is
able to provide such benefits to Executive under its existing plans and
arrangements.
(iii) The Company will make outplacement services available to Executive
for a period of 6 months from the date of termination.
(iv) To the extent not otherwise provided for under the Company's stock
plans, all options to purchase Company stock held by Executive will become
exercisable and remain exercisable for the period of time set forth in the
instruments governing such options, and all restricted stock held by Executive
under restricted stock plans and arrangements of the Company will become
vested."
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3. CONTINUING EFFECT OF THE ORIGINAL AGREEMENT. Except as other wise
expressly provided herein, all terms of the Original Agreement shall
remain in full force and effect.
Executed under seal as of the date first above written.
MACROCHEM CORPORATION XXXXX X. XXXXXX
By: /s/ Xxxxxx X. XxXxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxx X. XxXxxxxx Xxxxx X. Xxxxxx
President and Chief Executive Officer
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