SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this
"Amendment"), dated and effective as of September 1, 1999, is entered into by
and between Avatex Corporation (the "Company"), and Xxxxx X. Xxxxxxxx
("Employee").
The Company and Employee hereby agree that this Amendment amends the
Employment Agreement dated and effective as of November 12, 1996, as amended
by the Amendment to Employment Agreement dated and effective as of February 1,
1998, by and between the Company and Employee (the "Agreement"), as follows:
1. Section 1 of the Agreement is hereby amended by changing the date
specified therein to January 31, 2002.
2. The first sentence of Section 2 of the Agreement is hereby deleted
and replaced with the following sentence:
The Company hereby employs Employee to serve as Senior Vice
President, Chief Financial Officer and Treasurer.
3. Section 3(a) of the Agreement is hereby amended by changing the
minimum monthly base salary specified in the first sentence therein to
$20,833.33.
4. 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 twelve (12)
month period commencing on the effective date of a Termination
Without Cause or (y) monthly severance payments in the amount of
Employee's minimum monthly base salary for a period of twenty-four
(24) months; and
(ii) For a period of twelve (12) months commencing on the
effective date of a 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, but only to the extent permitted under the
Company's then-current medical and dental benefit plans.
5. Except as expressly provided in this Amendment, all other terms
and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment
effective on the date and year first above written.
/s/ Xxxxx X. Xxxxxxxx
AVATEX CORPORATION -------------------------
Xxxxx X. Xxxxxxxx
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
Co-Chief Executive Officer
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