EXHIBIT 10.24.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Second Amended and Restated Employment Agreement
(the "Amendment") is made as of February 28, 2003, between Epoch Biosciences,
Inc., a Delaware corporation (the "Employer"), and Xxxxxxx Xxxxxx, M.D., an
individual ("Employee").
RECITALS
WHEREAS, the Employer currently employs Employee pursuant to that
certain Second Amended and Restated Employment Agreement dated January 10, 2002
(the "Employment Agreement"); and
WHEREAS, the Employer and Employee desire to amend the Employment
Agreement to extend the term set forth in the Employment Agreement and to modify
the severance benefits in certain situations, as provided in greater detail
below;
NOW THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth and for other valuable consideration, the Employer and
Employee hereby agree as follows:
AGREEMENT
1. Definitions.
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to them in the Employment Agreement.
2. Amendment to Section 2 of the Employment Agreement.
Section 2 of the Employment Agreement is hereby amended to read in its
entirety as follows:
"2. TERM. The term of the Employee's employment hereunder
commenced on the Effective Date and shall expire on April 16, 2004 (the
"Expiration Date"), unless sooner terminated as hereinafter specified in
Section 4. The Employer is an at-will employer, and does not guarantee
employment for any specific duration."
3. Amendment to Section 4.1(b) of the Employment Agreement.
Section 4.1(b) of the Employment Agreement is hereby amended to read in
its entirety as follows:
"(b) In the event of a termination by Employer without Cause for
reasons other than death or disability, the Employer shall pay to the
Employee a severance compensation amount equal to twelve (12) months of
Employee's monthly Base Salary which shall be payable in the manner and
times provided below."
4. Amendment to Section 4.1(d) of the Employment Agreement.
Section 4.1(d) of the Employment Agreement is hereby amended to read in
its entirety as follows:
"(d) In the event of a termination by the Employer without Cause
for reasons other than death or disability, or termination by Employee
for Good Reason (as hereinafter defined, and provided that Employee
follows the procedures set forth in Section 4.3 hereof), provided that
such termination without Cause or for Good Reason is within twelve (12)
months of a Change in Control (as hereinafter defined):
(i) instead of the payment set forth in subsection (b)
hereof, the Employer, shall pay Employee severance compensation
in an amount equal to the portion of Base Salary that would have
been payable to Employee during the next twelve (12) months
following such termination based upon Employee's monthly Base
Salary prior to the Change in Control, which shall be payable in
the manner and times provided below; and
(ii) all stock options then held by Employee shall
accelerate and become fully vested and exercisable."
5. Miscellaneous.
(a) Continuing Force and Effect. Except as herein expressly
amended, all terms, covenants and provisions of the Employment Agreement
are and shall remain in full force and effect and all references therein
to such Employment Agreement shall henceforth refer to the Employment
Agreement as amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Employment Agreement.
(b) Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written.
EPOCH BIOSCIENCES, INC.
/s/ Xxxx Craves, Ph.D.,
-----------------------------------------
Xxxx Craves, Ph.D., Chairman of the Board
EMPLOYEE
/s/ Xxxxxxx Xxxxxx, M.D.
-----------------------------------------
Xxxxxxx Xxxxxx, M.D.
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