Exhibit 10.24
AMENDMENT NO. 2
TO EMPLOYMENT AGREEMENT
Enzon Pharmaceuticals, Inc., f/k/a Enzon, Inc. (the "Company") and
Xxxxxx X. Xxxxxxx (the "Executive") agree to amend the Employment Agreement
between them dated as of May 9, 2001, and amended as of May 23, 2001 (the
"Agreement"), as follows:
1. Section 9(d)(i) of the Agreement is hereby amended to read in its entirety
as follows:
"(i) "Board Change" which, for purposes of this Agreement, shall
have occurred if, over any twenty-four month period, a majority of
the seats (other than vacant seats) on the Company's Board were to
be occupied by individuals who were neither (A) nominated by at
least one-half (1/2) of the directors then in office (but excluding,
for purposes of determining directors then in office, any director
whose initial assumption of office occurs as a result of either an
actual or threatened election contest, or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person (as
defined herein) other than the Company or its board of directors);
nor (B) appointed by directors so nominated, or"
2. Section 9(d)(iii) of the Agreement is hereby amended to read in its
entirety as follows:
"(iii) a consolidation of the Company with another entity, or a
merger of the Company with another entity in which neither the
Company nor a corporation that, prior to the merger, was a
subsidiary of the Company shall be the surviving entity; or"
3. Section 10(g) of the Agreement is hereby amended as follows:
(a) Sections 10(g)(iv) and 10(g)(v) are hereby deleted.
(b) Section 10(g)(vi) is hereby renumbered as Section 10(g)(iv).
(c) The first sentence of the last paragraph of Section 10(g) is amended
to read in its entirety as follows:
"In the event the Executive becomes entitled to payments under this
Section 10(g) and/or the accelerated vesting of options under
Section 11 hereof, the Company shall cause its independent auditors
promptly to review, at the Company's expense, the applicability of
Section 4999 of the Internal Revenue Code (the "Code") to such
payments and/or vesting."
4. The Agreement is hereby amended by adding a new Section 11 thereto, which
shall read as follows:
11. Effect of Change of Control. In the event of a Change of
Control, in addition to any other consequences provided for in
this Agreement,
(a) all shares of restricted stock and restricted stock
units awarded to Executive shall fully vest immediately
prior to the Change of Control; and
(b) all options to acquire shares of the Company held by the
Executive shall become
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fully vested immediately prior to the effective date of
the Change of Control. Executive shall have a reasonable
opportunity to exercise all or any portion of such
options prior to the effective date of the Change of
Control, and any options not exercised prior to the
effective date of the Change of Control shall terminate
as of the effective date of the Change of Control and
will be of no further force or effect. To the extent
that this Section 11 is inconsistent with the provisions
of the relevant plan and granting instruments under
which such options were issued, the Company and
Executive agree that such inconsistent provisions are
hereby superceded and the provisions of this Section 11
shall govern.
5. The Agreement is hereby further amended by renumbering original Section 11
as Section 12. All references in the Agreement originally to Section 11
shall be changed to be references to Section 12.
6. Except as amended hereby, the Agreement shall remain in full force and
effect. This Amendment may be executed in counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall together constitute one and the same instrument. The
parties hereto have executed this Amendment as of December 3, 2003.
ENZON PHARMACEUTICALS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Vice President, Finance and Chief Financial Officer
By: /s/ Xxxxxx X. Xxxxxxx
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