1
Exhibit 10.30
. January 17, 1997
Xxxxxxxx Xxxxxx, Ph.D.
000 Xxxxx Xxxxxx Xxx Xxxx
Xxx Xxxx, XX 00000
Dear Xxxxxx:
This letter will confirm certain matters related to your employment by Alteon
Inc. (the "Company") and shall constitute an amendment to your employment
agreement with the Company dated January 17, 1995 (the "Employment Agreement").
Your Term of Employment, as defined in Paragraph 1 of your Employment Agreement,
shall begin on the date hereof and terminate 3 years from such date.
Your salary for the calendar year 1997 will be $102,000 (subject to deferral of
any increase from your 1996 salary until certain Company milestones established
by the Compensation Committee of the Board of Directors have been achieved) and
it shall be subject to further adjustment, as may be determined by the Company,
for periods thereafter. In addition, you will be eligible to receive a bonus, to
be awarded at the sole discretion of the Board of Directors of the Company, in
an amount of up to $5,000 and up to 10,000 stock options for the calendar year
ending December 31, 1997. You will also be eligible to receive bonuses for 1998
and 1999 in such amounts as may be determined by the Company. The vesting
schedule and exercise price for bonus options will be determined by the Company.
Subject to your acceptance of this letter, the Company shall award you options
to purchase 100,000 shares of the Company's common stock at an exercise price of
$5.625 (the fair market value of Alteon stock on January 31, 1997, when the
Compensation Committee of the Board approved this award). The options will be
subject to the terms and conditions of the Company's amended 1995 Stock Option
Plan and the Company's standard Incentive/Non-Qualified Stock Option Grant
Agreement to be executed after action of the Compensation Committee ("Grant
Agreement"). Twenty-eight thousand of these options will vest on the date hereof
and the remaining 72,000 options will vest at a rate of 2,000 per month during
the Term of Employment.
2
Xxxxxxxx Xxxxxx, Ph.D.
March 21, 1997
Page -2-
Paragraph 11 of your Employment Agreement is amended to provide for at least six
(6) months salary continuation should the Company elect to terminate your
employment prior to the end of your term of employment.
Paragraph 19 of your Employment Agreement ("General") is amended to include the
Grant Agreement and this letter as part of the "entire agreement," with respect
to the subject matter of your employment by the Company under these agreements.
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/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chairman and
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Xxxxxxxx Xxxxxx
-------------------
Xxxxxxxx Xxxxxx, Ph.D.
