EXHIBIT 10.42
AMENDMENT TO SEVERANCE AGREEMENT
THIS AMENDMENT is entered into as of December 16, 1997, by and between
XXXXX X. XXXX (the "Employee") and GENSIA SICOR INC., a Delaware corporation
(the "Company").
1. Amendment.
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Section 7 ("Amount of Severance Pay") of the Severance Agreement dated as
of October, 1995, as amended September 30, 1996 and further amended as of
November 1996, heretofore entered into by the Employee and the Company (the
"Severance Agreement") is hereby amended by adding at the end thereof the
following:
"In lieu of cash, the Company may make any severance payment hereunder in
the form of restricted Company shares ("Restricted Stock") under the Gensia
Sicor 1997 Long-Term Incentive Plan. The number of shares of Restricted
Stock granted shall be determined by dividing the total cash payments
otherwise due during the Continuation Period by the fair market value of a
share of Restricted Stock on the date of grant (as determined by the
Company with or without adjustment for any vesting restrictions). The
Restricted Stock shall become fully vested if the Employee continues
employment with the Company through his or her projected termination date
set forth in a Restricted Stock agreement. The Company may, in its
discretion, increase the award to the extent necessary to make Employee
whole for any decrease in the share price between the date of grant and the
projected termination date."
2. Exercise of Stock Options.
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Section 8(a) ("Stock Options and Restricted Stock") of the Severance
Agreement is hereby amended by deleting the thirs sentence thereof and replacing
it with the following:
"The post-termination exercise grace period under the Employee's stock
options shall commence at the end of the Continuation Period and may, at
the election of Employee be extended from ninety (90) days to one (1) year,
subject to the execution of an amendment to Employee's stock option
agreement. The Employee understands that, by agreeing to such an
amendment, Employee's incentive stock options may be treated as non-
qualified stock options."
3. Other Terms.
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Except as set forth above, all other terms of the Severance Agreement shall
remain in effect.
IN WITNESS WHEREOF, each of the parties has executed this Amendment, in
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the case of the Company by its duly authorized officer, as of the day and year
first above written.
/s/ Xxxxx X. Xxxx
________________________________
Xxxxx X. Xxxx
GENSIA SICOR INC.
By: /s/ Xxxx Xxxxxxx
___________________________
Title: Vice President, Finance,
Chief Financial Officer
and Treasurer
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