Exhibit 10.81
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment No. 2 to Employment Agreement (the "Amendment") dated as of
April 30, 1997 between Seragen, Inc. (the "Company") and Xxxx Prior ("Prior").
WHEREAS, the Company and Prior entered an Employment Agreement dated as
of November 6, 1996 (the "Employment Agreement"), as amended by Amendment No.
1 to Employment Agreement dated as of December 18, 1996; and
WHEREAS, the Company and Prior desire to further amend the Employment
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined shall have
the same meaning herein as in the Employment Agreement.
2. Subparagraph 3(c)(viii) of the Employment Agreement is hereby
amended to read as follows:
"(viii) in the event that the Company grants options or other equity
interests to management, employees, directors or consultants or the
Company sells shares of its Common Stock or any equity securities or
securities convertible or exchangeable into any equity securities of the
Company, as part of a plan or series of plans of financing, or the number
of shares of Common Stock outstanding on a Fully Diluted Basis increases
as a result of a change in the conversion ratio of any class of securities
convertible or exchangeable into any equity securities of the Company, the
Company shall grant Prior additional stock options under the Plan covering
that number of shares of Common Stock necessary to cause Prior's
proportionate holdings of the outstanding Common Stock, on a Fully Diluted
Basis, immediately after the grant or sale of such options, shares or
other equity interests to equal his proportionate holdings of the
outstanding Common Stock, on a Fully Diluted Basis, immediately prior to
the grant or sale of such options, shares or other equity interests, but
not to exceed 8-1/2% of the Common Stock on a Fully Diluted Basis;
provided that Prior's right to receive additional stock options under this
subsection 3(c)(viii) will terminate after the Company receives cumulative
proceeds (since the date of execution of the Employment Agreement) of at
least Twenty Million Dollars ($20,000,000) of cash proceeds from one or
more Target Equity Finances and the Executive has received all additional
stock options with respect to securities issued with respect to such
cumulative proceeds and all other preceding events;"
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3. Subparagraph 3(c)(ix) of the Employment Agreement is hereby amended
to read as follows:
" (ix) all additional stock options shall be granted on the last day of
each calendar quarter during which such grant or sale of options, shares
or other equity interests is completed, based on the number of shares of
Common Stock outstanding on a Fully Diluted Basis on the last day of such
calendar quarter, except that in the case of any Target Equity Financing
from which the Company receives proceeds of at least Ten Million Dollars
($10,000,000), the additional stock options will be granted immediately
upon the consummation of such Target Equity Financing, and each such
additional stock option shall have an exercise price equal to the fair
market value per share of Common Stock on its date of grant, and shall
otherwise be subject to the same terms and conditions, and shall vest and
remain exercisable on the same terms as though it were granted on the same
date as the initial options that are required to be issued on or before
December 18, 1996;"
4. Section 4(f) of the Employment Agreement is hereby amended to read
as follows:
"(f) Target Equity Financing. "Target Equity Financing" shall mean
the sale or issuance of stock of the Company or of debt securities of the
Company with conversion rights, other than (i) stock or debt securities sold
or issued to a shareholder and/or affiliated investment entities who as of
the Effective Date collectively own at least 1% of the Common Stock as
measured on a Fully Diluted Basis; or (ii) stock issued as a result of the
exercise of options presently outstanding or issued pursuant to the Plan."
5. Except as modified herein, the Employment Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the day and year first above written.
/s/Reed R. Prior
________________
Reed R. Prior
SERAGEN, INC.
By: /s/Xxxx X. Xxxxxxx, Ph.D.
_________________________
Xxxx X. Xxxxxxx, Ph.D.
President and Chief
Technology Officer
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