Exhibit 10.23
December 3, 2001
Xx. Xxxxxxx X. Xxxx
00 Xxxxxx Xxxxxx
Xxxxxxxxx, 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 Amended and
Restated Employment Agreement with the Company dated as of December 15, 1999
(the "Employment Agreement").
Your Term of Employment, as defined in Paragraph 1 of your Employment Agreement,
is due to expire on December 14, 2001. Assuming satisfactory performance of your
obligations under your Employment Agreement until such time, the Term of
Employment will, effective December 15, 2001, be extended for an additional
three years to December 15, 2004.
In connection with this extension of your employment agreement, on October 17,
2001 the Compensation Committee of the Board approved a grant to you of options
to purchase 500,000 shares of the Company's common stock at an exercise price of
$2.60 per share, which was the fair market value of the stock on such date. The
options are subject to the terms set forth in the attached resolutions of the
Compensation Committee authorizing such grant.
Paragraph 20 of your Employment Agreement ("General") is amended to include
reference to the new stock option 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
all the foregoing enumerated agreements 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,
Accepted and Agreed this 3rd
Day of December 2001
/s/ Xxxxxxx X. Xxxx
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Exhibit 10.23
ALTEON INC.
COMPENSATION COMMITTEE RESOLUTIONS
Adopted October 17, 2001
RESOLVED, that, in connection with the extension of his employment agreement,
the Company grant to Xx. Xxxx an incentive stock option (or to the extent that
such option does not qualify as an incentive stock option, a non-qualified stock
option), pursuant to the Company's 1995 Stock Option Plan (the "Plan"), to
purchase 500,000 shares of common stock of the Company with an exercise price
per share equal to such stock's current fair market value as determined under
the Plan. Such option shall be in the form of, and on such terms and conditions
as provided in, the Company's standard form of Stock Option Grant Agreement
currently in effect with such additional provisions as contemplated by Section
4(d) of Xx. Xxxx'x employment agreement. Such Stock Option Grant Agreement shall
provide, on condition that Xx. Xxxx is employed by the Company on the relevant
vesting dates, that option shares shall vest as follows:
(1) 300,000 shares shall vest over a thirty-six month
period at the rate of 8,333 shares on the first day of each calendar month
commencing as of January 1, 2002; and
(2) 200,000 shares shall vest in a lump sum on
December 14, 2006, provided that such shares shall be subject to accelerated
vesting, on December 14, 2004, accordingly to the following terms. The average
fair market value for a share of the Company's common stock (measured as
provided under the Plan) shall be determined for each of the trading days during
the six (6) month period ending on December 1, 2004. If the average share value
for such period is below $12 then no options shall vest early. If such value is
$12 or more, then 50,000 options shall vest early for each full dollar that such
value exceeds $11, such that all 200,000 options shall vest early if such value
equals or exceeds $15.
