Exhibit 10.2
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT No. 1 TO EMPLOYMENT (this "Amendment"), effective as of
April 1, 2001, is made this 1st day of January, 2007, by and among OXiGENE,
INC., a Delaware corporation with its principal offices at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000 ("OXiGENE") and Xxxxx Xxxxxxx, PhD (the
"Executive").
RECITALS:
WHEREAS, the parties have entered into an Employment Agreement dated as
of April 1, 2001, as modified by the resolutions of the Compensation Committee
of the Board of Directors of OXiGENE on March 15, 2002 (as so modified, the
"Agreement"), relating to the employment of the Executive by OXiGENE;
WHEREAS, the parties wish to amend the Agreement as set forth herein
pursuant to Section 9 of the Agreement; and
WHEREAS, capitalized terms used herein have the meanings ascribed to
them in the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Section 3.1 is hereby deleted in its entirety and replaced
with the following:
"During the Employment Term, Executive shall receive an annual base
salary in the amount of Pound Sterling 180,257 (the "Base Salary"),
payable in monthly installments of Pound Sterling 15,021.42 per month."
2. Section 6.1 is hereby deleted in its entirety and replaced
with the following:
"The Executive may voluntarily resign from employment with the Company
upon written notice which effective date shall not be less than (180)
days."
3. Add Section 6.3 (a) to read as follows:
"If, following any Change in Control (as such term is defined in the
Stock Plan) and prior to expiration of one (1) year from the date of
such Change in Control, (1) Executive's employment is terminated by
OXiGENE (other than for Cause) or in the event of a Termination with
Good Reason, then;
1) OXiGENE shall provide the following to the Executive:
(i) the Unpaid Salary, as soon as practicable after
the Termination Date; plus
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(ii) an amount equal to twelve (12) months of
Executive's then current Base Salary."
4. Except as modified hereby, all of the terms and conditions of
the Agreement remain in full force and effect and are hereby reaffirmed,
ratified and approved. This Amendment, together with the Agreement, embodies the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Amendment shall affect, or
be used to interpret, change or restrict, the express terms and conditions of
this Amendment. Hereafter references to the Agreement in any document or other
agreement shall be deemed to constitute references to the Agreement as amended
by this Amendment. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Execution and delivery of this Amendment
may be made and evidenced by facsimile transmission.
[Signatures on Next Page]
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IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment to
be duly executed by its duly authorized representative as of the date first
written above.
OXiGENE, INC.
/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx, M.D.
Title: President and Chief Executive Officer
EXECUTIVE
/s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx, Ph.D.
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