EXHIBIT 10.1
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
This AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT (this "Amendment"), effective
as of June 14, 2007, is made this 9th day of July, 2007, by and among OXiGENE,
INC., a Delaware corporation with its principal offices at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000 ("OXiGENE") and XXXX-XXXXX XXXXXX (the
"Executive").
RECITALS:
WHEREAS, the parties have entered into an Employment Agreement dated as of
January 2, 2002, as modified by the resolutions of the Compensation Committee of
the Board of Directors of OXiGENE on July 16, 2003 and Amendment No. 1 effective
January 2, 2006 (as so modified, the "Agreement"), relating to the employment of
the Executive by OXiGENE;
WHEREAS, the parties wish to amend the Agreement as set forth herein
pursuant to Section 17 of the Agreement; and
WHEREAS, capitalized terms used herein have the meanings ascribed to them
in the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 4 is hereby deleted in its entirety and replaced with the
following:
"Term. The term of the Executive's employment under this Agreement shall
commence as of June 14, 2007, and, unless sooner terminated on an earlier date
in accordance with the provisions herein provided, shall terminate on the date
of OXiGENE's annual meeting of stockholders to be held in 2008 (the "Employment
Term")."
2. Except as modified hereby, all of the terms and conditions of the
Agreement remain in full force and effect and are hereby reaffirmed, ratified
and approved. This Amendment, together with the Agreement and Amendment No. 1,
embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Amendment
shall affect, or be used to interpret, change or restrict, the express terms and
conditions of this Amendment. Hereafter references to the
Agreement in any document or other agreement shall be deemed to constitute
references to the Agreement as amended by this Amendment. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Execution and delivery of this Amendment may be made and evidenced by facsimile
transmission.
[Signatures on Next Page]
IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment to
be duly executed by its duly authorized representative as of the date first
written above.
OXiGENE, INC.
By: /s/ Xxxxxxx Xxxx, M.D.
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Name: Xxxxxxx Xxxx, M.D.
Title: President and Chief Executive Officer
EXECUTIVE
/s/ Xxxx-Xxxxx Xxxxxx
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Name: Xxxx-Xxxxx Xxxxxx
