Exhibit 10.34
AMENDMENT OF EMPLOYMENT AGREEMENT
This AMENDMENT OF EMPLOYMENT AGREEMENT ("Amendment") dated as of June
10, 2005 is entered into between ENZON PHARMACEUTICALS, INC., a Delaware
corporation (the "Company"), and XXXXX X. XXXXXX (the "Executive").
RECITALS
A. The Company and the Executive entered into an Employment Agreement
dated January 5, 2005 (the "Employment Agreement").
B. As of the date hereof, the Executive was appointed as Executive Vice
President, Finance and Chief Financial Officer for the Company, while retaining
his duties and responsibilities previously assigned as Executive Vice President,
Strategic Planning and Corporate Communications, and in consideration therewith
the Board increased the Executive's Base Salary and awarded the Executive a
grant of stock options.
C. The Company and the Executive desire to amend the Employment
Agreement consistent with the foregoing and in accordance with the provisions
set forth herein.
NOW THEREFORE, in consideration of the foregoing premises, the mutual
agreements set forth below and other good and valuable consideration, the
parties agree as follows:
1. All capitalized terms not defined herein shall have the meaning set
forth in the Employment Agreement.
2. Section 2 is amended to provide that the initial Term of the
Employment Agreement shall end on June 10, 2008, subject to renewal or
termination as provided therein.
3. Section 3(a) is deleted in its entirety and replaced as follows:
"(a) During the Term, the Executive agrees to perform such
employment duties for the Company in an executive and managerial
capacity commensurate with the position of Executive Vice President,
Finance and Chief Financial Officer of the Company. As Executive Vice
President, Finance and Chief Financial Officer, the Executive shall
have the authority, duties and responsibilities associated with such
position as well as continuing all duties and responsibilities
previously assigned as Executive Vice President, Strategic Planning and
Corporate Communications, including, without limitation, the authority
and duty generally (i) to supervise and direct the financial and
accounting activities of the Company, and (ii) to supervise and direct
the strategic planning, investor and public relations business of the
Company, as well as such additional duties consistent with his position
as assigned by the Chief Executive Officer, reporting to the Chief
Executive Officer, and subject to the control and direction of the
Chief Executive Officer of the Company, the Board of Directors of the
Company (the "Board"), or any duly authorized Committee of the Board."
E-28
4. The Employment Agreement is amended to substitute "Executive Vice
President, Finance and Chief Financial Officer" each place where "Executive Vice
President of Strategic Planning and Corporate Communications" appears.
5. Effective as of the date hereof, Section 4(a) of the Employment
Agreement is amended to provide for a current Base Salary of Three Hundred Sixty
Five Thousand Dollars ($365,000) per year.
6. As of the date hereof, the Executive shall be granted options to
purchase 50,000 shares of Common Stock pursuant to the Company's 1987
Non-Qualified Stock Option Plan having an exercise price equal to $5.73 per
share, vesting in equal annual installments of 12,500 shares on each of the
first four anniversaries of the date hereof provided that the Executive is
continuously employed with the Company on each such vesting date (or as
otherwise provided in Section 10 or Section 11 of the Employment Agreement), and
a term of ten years, as more particularly set forth in the Non-Qualified Stock
Option Certificate and Agreement attached hereto as Exhibit A, (the "Option").
For the purposes of Section 10(a)(vi) and (vii) of the Employment Agreement, the
Option shall be treated as a stock option granted pursuant to Section 4(e) of
the Employment Agreement; provided, to the extent that the Option becomes vested
prior to December 10, 2005, it shall not be exercisable until December 10, 2005.
7. The Company will pay the Executive's professional fees incurred to
prepare this Amendment.
8. The Employment Agreement is affirmed, ratified and continued, as
amended hereby.
IN WITNESS WHEREOF, the parties have executed, or caused to be executed
by a duly authorized representative, this Amendment as of the date hereof.
ENZON PHARMACEUTICALS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman, President and Chief Executive Officer
THE EXECUTIVE
/s/ Xxxxx X. Xxxxxx
-----------------------------------------------------
XXXXX X. XXXXXX
E-29
EXHIBIT A
Attach Non-Qualified Stock Option Certificate and Agreement
E-30
