AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"), effective
as of January 2, 2006, is made this 26th day of September, 2006, by and among
OXiGENE, INC., a Delaware corporation with its principal offices at 000 Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("OXiGENE") and XXXX-XXXXX XXXXXX (the
"Executive").
RECITALS:
WHEREAS, the parties have entered into an Employment Agreement dated as of
January 2, 2002, as modified by the resolutions of the Compensation Committee of
the Board of Directors of OXiGENE on July 16, 2003 (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 17 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 4 is hereby deleted in its entirety and replaced with the
following:
"Term. The term of the Executive's employment under this Agreement shall
commence as of January 2, 2006, and, unless sooner terminated on an earlier date
in accordance with the provisions herein provided, shall terminate on the date
of OXiGENE's annual meeting of stockholders to be held in 2007 (the "Employment
Term")."
2. The first sentence of Section 5 is hereby deleted and replaced with the
following:
"During the Employment Term, the Executive shall receive an annual base
salary in the amount of $200,000.00 (the "Base Salary"), payable monthly in
equal installments of $16,666.67 per month."
3. 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]
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.
By: /s/ Xxxxxxx Xxxx, M.D.
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Name: Xxxxxxx Xxxx, M.D.
Title: President and Chief Executive Officer
EXECUTIVE
/s/ Xxxx-Xxxxx Xxxxxx
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Name: Xxxx-Xxxxx Xxxxxx
