Exhibit 10.16
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") made effective as of
December 1, 2004 by and between BioMimetic Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Xx. Xxxxxx X. Xxxxx (the "Executive").
WHEREAS, the parties hereto have executed an employment agreement (the
"Employment Agreement") dated as of November 30, 2004;
WHEREAS, the parties realized that the Employment Agreement incorrectly
reflected the intention of the parties with respect to vesting provisions of the
option grant;
WHEREAS, the parties intend by this First Amendment to amend the option vesting
provision improperly provided in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
Company and Executive hereby agree as follows:
1. Amendment of Employment Agreement. Section 3(c) of the Employment
Agreement is hereby deleted and shall hereafter read as follows:
(c) Stock Options. As set forth below, the Company will grant to the
Executive options (the "Options") to acquire sixty-eight thousand (68,000)
shares at an exercise price of $5.20 per share. The Option grants shall
vest according to the following schedule: (i) one-half of the Option shares
shall vest upon the Company's receipt of FDA approval of the periodontal
PDGF product, provided that such approval has been received on or before
May 15, 2008; and (ii) one-half of the Option shares shall vest upon the
Company's receipt of CE regulatory approval in Europe, provided that such
approval has been received on or before May 15, 2008; provided however, if
not otherwise vested, the entire option shall vest on December 1, 2009.
Such Option grant shall be made pursuant to an Incentive Stock Option
Agreement ("ISO Agreement") between the Company and the Executive to the
extent the Executive is eligible for incentive options under applicable tax
laws and, with respect to any excess, or in the event the Executive is not
eligible for incentive stock options, a Non-Qualified Stock Option
Agreement ("NQSO Agreement") between the Company and the Executive. In all
events each such Option shall be subject to the terms and conditions of the
respective ISO Agreement or NQSO Agreement, as applicable, as well as the
Company's 2001 Stock Option Plan, as the same may be amended from time to
time.
2. Validity of Employment Agreement. All provisions of the Employment
Agreement not herein amended shall continue to be in full force and effect.
3. Miscellaneous. This Amendment, together with the Employment Agreement,
constitute the entire agreement of the parties with respect to the subject
matter hereof, shall be
construed in accordance with the laws of the State of Tennessee and may only be
amended by means of a writing executed by the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
EXECUTIVE
/s/ Xxxxxx X. Xxxxx
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Xx. Xxxxxx X. Xxxxx
BIOMIMETIC PHARMACEUTICALS, INC.
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Chair of
Compensation Committee of Board of
Directors
