Bioenvision, Inc. 509 Madison Avenue, Suite 404 New York, New York 10022
Bioenvision, Inc.
000 Xxxxxxx
Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
April 10, 2003
Xx. Xxxxx Xxxx
000 Xxxx 00xx Xxxxxx, Xxx 000
Xxx Xxxx, XX 00000
Re: IRS Make-Whole Provision
Dear Xxxxx:
Reference is made to your employment agreement, dated as of March 31, 2003, with Bioenvision, Inc. (the “Agreement”). Capitalized terms used not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
Pursuant to Section 4 (“Compensation”) of the Agreement, upon a Change of Control, Executive shall be held harmless on an after-tax basis for any and all federal income or excise taxes due or payable under Section 4999 of the Internal Revenue Code of 1986, as amended, and any State and/or local taxes payable under similar provisions of State and/or local law, in each case, together with any interest and penalties payable with respect thereto.
Kind regards,
BIOENVISION, INC.
By: |
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/s/ XXXXXXXXXXX X. XXXX |
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Name: Xxxxxxxxxxx X. Xxxx |
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Title: Chairman, CEO |
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Agreed
to and Accepted (as of
the date first-above written)
/s/ XXXXX X. XXXX |
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Xxxxx X. Xxxx |