EXHIBIT 10.10
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AMENDMENT TO KEY EMPLOYEE AGREEMENT
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THIS AMENDMENT dated October 30, 2001 to the KEY EMPLOYEE AGREEMENT
effective as of April 30, 1996 by and between DELCATH SYSTEMS, INC., a Delaware
corporation with its principal offices at 0000 Xxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 (the "Company") and X.X. XXXX residing at 000
Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as the
"Employee").
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Section 2.2(d) of the Key Employment Agreement is amended by
deleting it in its entirety and inserting in place thereof the
following:
"(d) at any time without Cause, provided the Company shall be
obligated to pay to you upon notice of termination, as severance
pay, a lump sum amount equal to one (1) year's Base Salary (as set
forth on Exhibit A attached hereto), less applicable taxes and
other required withholdings and any amounts you may owe to the
Company. If, however, a change of control in the Company should
occur causing termination of your employment without Cause, then
you shall be entitled to receive as severance pay a lump sum
amount equal to the greater of (i) two (2) years' Base Salary (as
set forth on Exhibit A attached hereto), or (ii) the Base Salary
due to you for the remaining term of this Agreement at the time of
termination. For purposes of this Agreement "change of control"
shall be deemed to be the sale of all or substantially all of the
stock or assets of the Company, the merger of the Company with
another entity where the other entity survives the merger, or a
change in the composition of the Board of Directors such that the
current incumbents no longer constitute at least a majority of the
Board."
2. Exhibit A, Section 1 of the Key Employee Agreement is amended by
deleting it in its entirety and inserting in place thereof the
following:
"1. Term. The term of the Agreement to which this Exhibit A is
annexed and incorporated shall be until December 1, 2004, unless
renewed in accordance with Section 2.1 of the Agreement or
terminated prior thereto in accordance with Section 2.2 or 2.3 of
the Agreement."
3. Exhibit A, Section 2(a) of the Key Employee Agreement is amended
by deleting it in its entirety and inserting in place thereof the
following:
"(a) Base Salary. Beginning December 1, 2001, your Base Salary
shall be $225,000 per annum, payable in accordance with the
Company's payroll policies, and subject to increases thereafter as
determined by the Company's Board of Directors or Executive
Committee."
4. In all other respects, the Key Employee Agreement remains in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to the Key
Employee Agreement to be signed by its duly authorized officer, and Employee has
hereto set his hand and seal as of the day and year first hereinabove written.
EMPLOYEE: EMPLOYER:
DELCATH SYSTEMS, INC.
/s/ X.X. Xxxx By: /s/ Xxxxxx Xxxxxx
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X.X. Xxxx Xxxxxx Xxxxxx, Controller
