Amendment No. 1 to Employment Agreement
Exhibit 10.1
Amendment No. 1 to Employment Agreement
This Amendment No. 1 to Employment Agreement (the “Amendment”) is entered
into by and between ___ (the “Executive”) and Trubion Pharmaceuticals, Inc., a
Delaware corporation (the “Company”) as of April 8, 2008 (the “Effective Date”). The parties,
intending to be legally bound, hereby amend the Employment Agreement dated March 21, 2008 between
the Executive and the Company (the “Agreement”) as follows:
1. Amendment to Agreement. Section 6(d) of the Agreement is hereby amended and restated to
read in its entirety as follows:
“(d) Effect of Change in Control. If there is an Involuntary Termination of the
Executive’s Employment (i) within the period beginning three (3) months before and ending twelve
(12) months after a Change in Control (as defined below) or (ii) more than three (3) months
prior to a Change in Control but in connection with a Change in Control (each, a “Qualifying
Change in Control Termination”), then the vesting restrictions shall immediately lapse on all of
the Executive’s Compensatory Equity provided that the Executive executes, delivers, and does
not revoke the Release as described in Section 6(a). In addition, in the event of a Qualifying
Change in Control Termination, the Executive will be entitled to all benefits described in
Sections 6(a) and 6(b) of this Agreement subject to the same terms and conditions and payment
dates described above, except that (x) the cash payment amount under Section 6(a) shall be an
amount equal to the sum of ___months of the Executive’s then annual Base Compensation (not
giving effect to any reduction in Base Compensation made in connection with such Involuntary
Termination or giving rise to Good Reason) and (y) the Company’s payment of monthly COBRA
premiums under Section 6(b) shall be for up to ___months. For purposes of the preceding
sentence, an Involuntary Termination shall be deemed to be in connection with a Change in
Control if such termination (i) is required by the merger agreement, purchase agreement or other
instrument relating to such Change in Control or (ii) is made at the express request of the
other party (or parties) to the transaction constituting such Change in Control.”
2. Defined Terms. Except as otherwise stated herein, all capitalized terms used herein shall
have the meanings assigned to such terms in the Agreement.
3. Effectiveness and Effect of Amendment. This Amendment shall become effective upon the
Effective Date. Except as amended as set forth herein, the Agreement shall continue in full force
and effect. Any and all references to the Agreement shall mean the Agreement as amended by this
Amendment.
4. Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
5. Choice of Law. The validity, interpretation, construction and performance of this
Amendment shall be governed by the laws of the State of Washington (except their provisions
governing the choice of law).
IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of the
Company by its duly authorized officer, as of the Effective Date.
| [Executive] | ||||
| Trubion Pharmaceuticals, Inc. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
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