AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT"), effective as of
February 1, 1998, is entered into by and between Avatex Corporation, a Delaware
corporation formerly known as FoxMeyer Health Corporation (the "COMPANY"), and
Xxxxxx X. Xxxxx ("EMPLOYEE").
The Company and Employee hereby agree that this Amendment amends the
Employment Agreement dated and effective as of November 12, 1996 by and between
the Company and Employee (the "AGREEMENT"), as follows:
1. All references in the Agreement to FoxMeyer Health Corporation shall
be deemed to be references to Avatex Corporation.
2. Section 1 of the Agreement is hereby amended by changing the date
specified therein to January 31, 2000.
3. Section 3(a) of the Agreement is hereby amended by changing the
minimum monthly base salary specified in the first sentence therein to
$16,666.67.
4. A new Section 3(e) is hereby added to the Agreement as follows:
e. Employee shall be entitled to all of the rights and benefits set
forth in the Indemnification Agreement dated as of October 23,
1997 between the Company and Employee.
5. Sections 4(d)(i) and (ii) of the Agreement are hereby deleted in their
entirety and replaced with the following:
(i) At Employee's option, (x) a single lump sum severance
payment equal to the amount of the total compensation that would
otherwise be paid by the Company to Employee during the nine (9) month
period commencing on the effective date of Termination Without Cause
or (y) monthly severance payments in the amount of Employee's total
annual compensation during the twelve (12) month period commencing on
the effective date of Termination Without Cause, divided by twelve
(12), for a period of eighteen (18) months; and
(ii) For a period of twelve (12) months commencing on the
effective date of Termination Without Cause, medical and dental
benefits coverage, less any amount that Employee is required to pay to
receive such medical and dental coverage had termination of his
employment not occurred.
In addition to the foregoing, as set forth in Section 12 of the
Company's 1993 Stock Option and Performance Award Plan (as amended,
the "PLAN") and Section 4(c) of the stock option agreements previously
executed by the Company and Employee, in the Event of a Termination
Without Cause of Employee's employment following or in connection with
a Change in Control (as such term is defined in Section 14 of the
Plan), all options previously issued to Employee pursuant to the Plan
that have not yet vested thereunder shall be deemed to have vested as
of the date of such termination and Employee shall be entitled to
exercise all options issued pursuant to the Plan during the remaining
term specified in the option grant and pursuant to the other terms
thereof.
6. The fourth through seventh sentences of Section 4(e) of the Agreement
are hereby deleted as moot.
7. Sections 14(a) and (b) of the Agreement are hereby deleted in their
entirety and replaced with the following:
a. if to the Company:
Avatex Corporation
Attention: Xx. Xxxxx X. Xxxxxx
Xx. Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
b. if to Employee:
Xxxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
8. Except as expressly provided in this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment effective on
the date and year first above written.
AVATEX CORPORATION -----------------------------
Xxxxxx X. Xxxxx
By:
--------------------------
Abbey X. Xxxxxx
Co-Chief Executive Officer
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