AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made as of
September 23, 2011, by and between RXi Pharmaceuticals Corporation, a Delaware corporation
(“Employer”), and Xxxx X. Xxxxxxxx, Ph.D., an individual and resident of the State of
California (“Employee”), with reference to the following facts:
WHEREAS, Employer and Employee previously entered into an Employment Agreement, dated as of
April 13, 2011 (the “Employment Agreement”), in connection with Employee’s appointment as
Employer’s Executive Vice President and Chief Operating Officer; and
WHEREAS, Employer and Employee wish to amend the Employment Agreement in certain respects as
provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and other consideration, the receipt and
sufficiency of which hereby are acknowledged, Employer and Employee hereby agree as follows:
1. Definitions. Terms not defined in this Amendment shall have the meanings
attributed to such terms in the Employment Agreement.
2. Amendments.
(a) Section 4 of the Employment Agreement is hereby amended by removing therefrom the first
sentence and substituting the following:
“Employee’s employment shall commence on the Effective Date and shall
terminate on September 23, 2013 (the “Term”), unless sooner
terminated in accordance with Section 6.”
(b) Section 5.1 of the Employment Agreement is hereby amended and restated in its entirety to
read as follows:
“5.1 Salary. Effective retroactive to August 8, 2011, Employee
shall be entitled to receive an annual base salary during the Term of Three
Hundred Fifty Thousand Dollars ($350,000) (hereinafter, the “Base
Salary”), payable in accordance with the usual payroll period of
Employer, as established from time to time.”
3. Stock Options. In conjunction with and consideration of Employee’s entering into
this Amendment, the Administrator (as defined therein) under Employer’s Amended and Restated 2007
Incentive Plan, as amended (as so amended, the “2007 Plan”), has granted Employee as of
September 7, 2011 (the “Grant Date”) an incentive stock option under the Plan to purchase
up to 250,000 shares of Employer’s common stock. Such option vested and became
1
exercisable, in full, as of the Grant Date, and is on such other terms set forth in the
Incentive Stock Option Agreement, a copy of which is attached as Exhibit A hereto.
4. No Other Changes to the Employment Agreement. Except as expressly amended by this
Amendment, all of the terms of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set
forth above.
| RXI PHARMACEUTICALS CORPORATION | EMPLOYEE | |||
By:
|
/s/ Xxxx X. Xxx | /s/ Xxxx X. Xxxxxxxx | ||
| Xxxx X. Xxx, Ph.D., President and Chief Executive Officer | Xxxx X. Xxxxxxxx, Ph.D. | |||
2
