July 20, 2007
Exhibit (e)(9)
July 20, 2007
Xx. Xxxx X. Xxxxxxxx
Encysive Pharmaceuticals Inc.
0000 Xxxx Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000
Encysive Pharmaceuticals Inc.
0000 Xxxx Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx 00000
Dear Xx. Xxxxxxxx:
Reference is made to that Termination Agreement, dated September 8, 2005 (the “Agreement”),
between Encysive Pharmaceuticals Inc. (the “Company”) and you. This letter serves as an amendment
to the Agreement.
Pursuant to Section 13.4 of the Agreement, Section 6.4(a)(3) of the Agreement is amended in
its entirety to read as follows:
The Company shall pay to the Executive in a lump sum in cash within five (5) days after the
Date of Termination a severance payment equal to three (3) times the sum of (i) the
Executive’s Base Salary (as in effect on Date of Termination) and (ii) the Executive’s most
recent Annual Bonus.
Pursuant to Section 13.4 of the Agreement, Section 6.4(a)(4) of the Agreement is amended in
its entirety to read as follows:
During the 36-month period commencing on the Date of Termination, the Company shall
continue benefits (other than disability benefits), at the Company’s expense to the
Executive and/or the Executive’s family at least equal to those which would have been
provided to them under Section 4.5 hereof if the Executive’s employment had not been
terminated (without giving effect to any reduction in such benefits subsequent to the
Change in Control which reduction constitutes or may constitute Good Reason).
Except as may be expressly set forth in this letter, all provisions, terms and conditions in
the Agreement remain unmodified and in full force and effect.
Very truly yours, | ||||
/s/ Xxxxxx X. Xxxx | ||||
Xxxxxx X. Xxxx | ||||
President and Chief Executive Officer |
Acknowledged as of the date first written above:
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx