Exhibit 10.16
AMENDMENT TO EMPLOYMENT AGREEMENT
Enzon, Inc. (the "Company") and Xxxxx Xxxxxxx (the "Executive")
agree to amend the Employment Agreement dated as of August 10, 2000 by and
between the Company and Executive (the "Agreement") as follows:
1. Unless otherwise defined herein, capitalized terms used herein shall
have the meaning ascribed thereto in the Agreement.
2. This amendment to the Agreement shall be effective as of May 31, 2001.
3. It is agreed that Executive's full-time employment as President and
Chief Executive Officer of the Company was terminated by Executive pursuant to
Section 4(b)(vi) of the Agreement as of May 31, 2001.
4. The first sentence of Section 2(a) of the Agreement is hereby amended
in its entirety as follows:
"(a) Based upon Executive's termination of his full-time employment as
President and Chief Executive Officer of the Company as of May 31, 2001 pursuant
to Section 4(b)(vi) hereof, the "Noncompete Period" shall be (i) the period
during which the Executive receives payments from the Company pursuant to
Section 3(d) hereof plus (ii) any period of time during which Executive receives
payments from the Company pursuant to Section 3(n) hereof."
5. The first two sentences of Section 3(d) of the Agreement are hereby
deleted and replaced by the following:
"(d) Based upon Executive's termination of his full-time employment as
President and Chief Executive Officer of the Company pursuant to Section
4(b)(vi) hereof as of May 31, 2001 (which is prior to the second anniversary of
the Effective Date (the "Second Anniversary Date")), Executive shall remain a
full-time employee of the Company and shall receive his base salary hereunder
during the period from June 1, 2001 through the Second Anniversary Date (the
Base Salary Period") at an annual rate of Three Hundred Sixty-Seven Thousand
Five Hundred Dollars ($367,500). As a full-time employee during the Base Salary
Period, Executive shall perform services for the Company to the extent requested
by the Chief Executive Officer of the Company (the "CEO"), it being understood
that (i) Executive may be required to devote up to 37 1/2 hours per week to the
Company, (ii) Executive will not be required to travel on behalf of the Company
and (iii) Executive will receive benefits as a full-time employee of the
Company, provided that Executive will not participate in any bonus program, and
further provided that Executive will not participate in the Company's health
insurance plans to the extent Executive receives payments under Section (o).
During such period as Executive provides services as a full-time employee under
this Section 3(d), Executive shall be deemed to be an employee for purposes of
the Non-Qualified Plan. It is understood and agreed that this determination of
Executive's status as an employee was made by the Compensation Committee of the
Board of Directors of the Company pursuant to its power to interpret and
construct the provisions of the Non-Qualified Plan pursuant to Section D thereof
and shall be the final and controlling determination of the Compensation
Committee on the issue of Executive's employee status under the Non-Qualified
Plan. In the event Executive shall be unable or unwilling to continue for any
reason to provide services as a full-time employee of the Company during the
Base Salary
Period, Executive shall notify the Company in writing of his inability or
unwillingness to provide such services, but Executive shall nevertheless
continue to receive the base salary payments payable to Executive under this
Section 3(d) as severance payments for the remainder of the Base Salary Period
after Executive's employment as a full-time employee of the Company terminates."
6. Section 3(n) is amended in its entirety to read as follows:
"(n) Based upon Executive's termination of his full-time employment as
President and Chief Executive Officer of the Company pursuant to Section
4(b)(vi) hereof as of May 31, 2001, Executive shall make himself available to
perform services for the Company as a part-time employee during the period
commencing on the earlier of (i) the date Executive ceases to perform services
as a full time employee pursuant to Section 3(d) hereof and (ii) as of July 2,
2002 and ending on the Termination Date (the "Part-Time Period"). During the
Part-Time Period, (i) Executive will be available to perform services for the
Company to the extent requested by the CEO upon at least ten (10) days prior
written notice to Executive (it being understood that Executive will not be
required to devote more than four (4) days per month to the Company and will not
be required to travel on behalf of the Company), (ii) Executive will receive
$10,000 per month, payable in accordance with Company's normal payroll
procedures (provided that the amount payable to Executive pursuant to Section
3(d) hereof shall be reduced by $10,000 per month to the extent Executive
receives the $10,000 monthly payment provided under this Section 3(n) during the
Base Salary Period), (iii) except as provided in Section 3(o) hereof and under
the Non-Qualified Plan, Executive will receive other benefits received by other
part-time employees of the Company, (iv) the Company will pay all reasonable
expenses incurred by Executive in providing such services under this Section
3(n) and (v) Executive will use reasonable efforts to fulfill any requests for
services under this Section 3(n), but shall not be in breach of any provision
hereof if health concerns prevent him from providing such services and Executive
may terminate his part-time employment service obligation under this Section
3(n) (and his employment under the Non-Qualified Plan) at any time upon notice
to the Company (it being understood that such termination shall not affect any
of Executive's rights hereunder except for the payments provided for in this
Section 3(n) which shall then terminate.) During the period in which Executive
provides services as a part-time employee of the Company under this Section
3(n), Executive will be deemed to be an employee of the Company for purposes of
the Non-Qualified Plan. It is understood and agreed that this determination of
Executive's status as an employee was made by the Compensation Committee of the
Board of Directors of the Company pursuant to its power to interpret and
construct the provisions of the Non-Qualified Plan pursuant to Section D thereof
and shall be the final and controlling determination of the Compensation
Committee on the issue of Executive's employee status under the Non-Qualified
Plan."
7. This will confirm that in the event Executive dies while employed by
the Company, options held by Executive which do not contain terms governing the
exercise of such options upon Executive's death and would, thus, be governed by
the Non-Qualified Plan in that respect, will be exercisable by the executors,
administrators, legatees or heirs of his estate within the 190 day period
following Executive's death. This will confirm that in the event Executive dies
within the 190 day period after his employment with the Company terminates,
options held by Executive which do not contain terms governing the exercise of
such options upon Executive's death, and would, thus, be governed by the
Non-Qualified Plan in that respect, will be exercisable by the executors,
administrators, legatees or heirs of his estate within the
2
remainder of such 190 day period which commenced on the date Executive's
employment with the Company terminates. The foregoing provisions relating to the
exercise of options upon Executive's death were determined by the Compensation
Committee of the Board of the Company pursuant to its authority to interpret and
construct the provisions, of the Non-Qualified Plan pursuant to Section D of
such Plan.
8. Except as amended herein, the Agreement shall remain in full force and
effect.
ENZON, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Vice President, Finance and Chief
Financial Officer
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
