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Exhibit 10.34
Xxxxx 00, 0000
Xxxxxxx Xxxxxxxxxx
X.X. Xxx 000, Xxxxx Xxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
Dear Xxx:
This letter will confirm certain matters related to your employment by Alteon
Inc. (the "Company") and shall constitute an amendment to your employment
agreement with the Company dated March 27, 1995 (the "Employment Agreement"),
and as amended by letter dated January 29, 1997.
Your Term of Employment, as defined in Paragraph 1 of your Employment Agreement,
shall begin on the date hereof and terminate 3 years from such date.
Your salary for the calendar year 1997 will be $194,922 (subject to deferral of
any increase from your 1996 salary until certain Company milestones established
by the Compensation Committee of the Board of Directors have been achieved) and
it shall be subject to further adjustment, as may be determined by the Company,
for periods thereafter. In addition, you will be eligible to receive a bonus, to
be awarded at the sole discretion of the Board of Directors of the Company, in
an amount of up to $7,500 and up to 15,000 stock options for the calendar year
ending December 31, 1997. You will also be eligible to receive bonuses for 1998
and 1999 in such amounts as may be determined by the Company. The vesting
schedule and exercise price for bonus options will be determined by the Company.
Subject to your acceptance of this letter, the Company shall award you options
to purchase 36,000 shares of the Company's common stock at an exercise price of
$5.625 (the fair market value of Alteon stock on January 31, 1997, when the
Compensation Committee of the Board approved this award). The options will be
subject to the terms and conditions of the Company's 1995 Stock Option Plan and
the Company's standard Incentive/Non-Qualified Stock Option Grant Agreement to
be executed after action of the
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Compensation Committee ("Grant Agreement"). The 36,000 options will vest at a
rate of 1,000 per month during the Term of Employment.
Paragraph 19 of your Employment Agreement ("General") is amended to include the
Grant Agreement and this letter as part of the "entire agreement," with respect
to the subject matter of your employment by the Company under these agreements.
Except as modified by this letter, the terms of your Employment Agreement, as
previously amended, shall remain in full force and effect.
If the foregoing is acceptable to you, please indicate your agreement by signing
and returning the enclosed copy of this letter.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chairman and
Chief Executive Officer
Accepted and Agreed:
/s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
