Exhibit 10.11
[CANCER VAX LOGO]
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FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT ("Amendment") to the Employment Agreement between
CancerVax Corporation, a Delaware corporation ("CancerVax") and XXXXX X. XXXX
("Executive"), dated October 23, 2000, (the "Employment Agreement") is made and
entered into as of the 29th day of April, 2003, by and between CancerVax and
Executive with reference to the following:
WHEREAS, CancerVax and Executive have entered into the Employment
Agreement, on the terms and subject to the conditions set forth therein; and
WHEREAS, CancerVax and Executive now desire to amend the terms and
conditions of the Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. Section 5(g)(i) of the Employment Agreement shall be revised to read,
in its entirety, as follows:
"5. Compensation.
(g) (i) In addition to any accelerated vesting provisions under the
Plan, (A) if, within six (6) months following a Corporation Transaction
(as defined under the Plan), the Corporation terminates this Agreement
without Cause (as defined in Section 6) or for Executive's death or
Permanent Disability or Executive terminates this Agreement for Good
Reason, then 100% of the then unvested portion of the Option shall
accelerate, vest and become exercisable, (B) upon the date which is six
(6) months following a Corporate Transaction, 100% of the then unvested
portion of the shares shall accelerate, vest and become exercisable, (C)
if, during the first year of the Term, Executive's employment is
terminated by the Company without Cause or by Executive for Good Reason,
then upon such termination date, that portion of the shares shall
accelerate, vest and become exercisable, which would have vested if
Executive had remained employed for the entire first year of the Term
(taking into account all vesting which occurred before such termination
date), (D) if, following the first year of the Term, Executive's
employment is terminated by the Company without Cause or by Executive for
Good Reason, then upon such termination date, that portion of the Option
shall accelerate, vest and become exercisable which would have vested if
Executive had remained employed for an additional twelve (12) months
following the termination date (without regard to any other vesting
acceleration triggers) or such longer period as the Corporation and
Executive may mutually agree, and (E) upon any termination of Executive's
employment for Permanent Disability (as defined in Section 6), that
portion of the shares shall accelerate, vest and become exercisable which
would have vested if Executive had remained employed for an additional
period of twelve (12) months following the termination date (without
regard to any other vesting acceleration triggers)."
3. All other terms and conditions of the Employment Agreement shall remain
unchanged and in full force and effect.
4. Miscellaneous.
a. Counterparts: This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date herein above set forth.
ACCEPTED AND AGREED TO FOR:
CANCERVAX CORPORATION XXXXX X. XXXX
"CANCERVAX" "Executive"
/s/ Xxxxxxx X. XxXxx /s/ Xxxxx X. Xxxx
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By: Xxxxxxx X. XxXxx, Xx. VP and CFO By: Xxxxx X. Xxxx
Date: August 6, 2003 Date: Aug. 6, 2003
[FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN CANCERVAX
CORPORATION AND XXXXX X. XXXX]
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