Amendment No. 3
to Employment Agreement
The Employment Agreement dated as of March 15, 1994, as amended (the
"Agreement"), between Ascent Pediatrics, Inc. and Xxxxxx Xxxxxxxx, Ph.D. is
hereby amended as follows as of the 15th day of March, 2001. Capitalized terms
used herein and not otherwise defined herein shall have the meanings set forth
in the Agreement.
1. The reference in Section 1 to "March 15, 2001" is hereby deleted and
"March 15, 2002" is hereby substituted in lieu thereof.
2. The reference in Section 3.1 to "170,000" is hereby deleted and
"$223,944" is hereby substituted in lieu thereof.
3. Section 5 is hereby amended by inserting the following section as
Section 5.5.:
"5.5. Termination for Good Reason by the Executive.
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(a) In the event the Executive's employment is terminated by the
Executive pursuant to Section 4.5. and (i) the Executive states in the written
notice of termination delivered pursuant to Section 4.5. to the Company that he
is terminating his employment with the Company for Good Reason (as defined
below), (ii) such written notice is given promptly but in no event more than 10
business days after the Company's taking any of the actions constituting Good
Reason and (iii) the Company has not cured such actions within the 30-day period
following such notice, then, the Company shall make the payments and provide the
benefits required under Section 5.2. as if the Company had terminated the
Executive's employment without cause pursuant to Section 4.4. The effective
date on which the Executive's employment terminates shall be deemed the
Effective Termination Date.
(b) "Good Reason" shall mean:
(i) the principal place of the performance of the Executive's
responsibilities (the "Principal Location") is changed to a location outside a
thirty (30) mile radius from the Principal Location;
(ii) there is a material diminution in the Executive's duties
and authority (it being understood that the failure to retain a position with
the Company by itself (and without any associated diminution in duties and
authority) shall not be deemed to constitute a material diminution in duties and
authority);
(iii) the Company hires a Chief Executive Officer;
(iv) there is a material reduction in the Executive's
compensation (other than bonus or other discretionary elements of your
compensation); or
(v) the Executive's failure to be elected to and remain a
member of the Board (provided the Executive is willing or serve as such on the
same terms and conditions as other employee-directors)."
3. In all other respects, the Agreement shall remain in full force and
effect, and all references in the Agreement to this "Agreement" shall mean the
Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year set forth above.
ASCENT PEDIATRICS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Director
EMPLOYEE
By: /s/ Xxxxxx Xxxxxxxx, Ph. D.
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Xxxxxx Xxxxxxxx, Ph.D.
