Exhibit 10.1
June 5, 2003
Xxxxxx X. xxXxxxx, Ph.D.
000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Dear Xxx:
This letter will confirm certain matters related to your employment by Alteon
Inc. (the "Company") and shall constitute an amendment to your Amended and
Restated Employment Agreement with the Company dated as of May 5, 2003 (the
"Employment Agreement").
In consideration of your continued employment with the Company, the following
paragraph is added to your Employment Agreement.
"Upon a Change in Control (as defined in the Alteon Inc. Change in Control
Severance Benefits Plan, effective as of February 27, 1996 (the "Plan")), you
will be entitled to all of the benefits to which you would be entitled under the
Plan as in effect on the date hereof if a Change in Control occurred on the date
hereof, notwithstanding any amendment or termination of the Plan or other action
by the Board of Directors of the Company as permitted under the Plan which may
affect your entitlement to benefits thereunder after the date hereof."
Except as modified by this letter, the terms of your Employment Agreement shall
remain in full force and effect.
If the foregoing is acceptable to you, please indicate your agreement by signing
and returning the enclosed copy of this letter.
Sincerely,
/s/ Xxxxxxx X. Xxxx
President and Chief Executive Officer
Enclosure
Accepted and agreed
this 10th day of July 2003
/s/ Xxxxxx X. xxXxxxx, Ph.D.
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