[ALTEON LETTERHEAD]
October 21, 1997
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Dear ▇▇▇:
This letter will confirm certain matters related to your employment
by Alteon Inc. (the "Company") and shall constitute an amendment to
your employment agreement with the Company dated October 21, 1995
(the "Employment Agreement"), and as amended by letter dated
January 29, 1997.
Your Term of Employment, as defined in Paragraph 1 of your
Employment Agreement, shall begin on the date hereof and terminate
3 years from such date.
Your salary for the calendar year 1997 will be $120,852 and it
shall be subject to further adjustment, as may be determined by the
Company, for periods thereafter. In addition, you will be eligible
to receive a bonus, to be awarded at the sole discretion of the
Board of Directors of the Company, in an amount of up to $5,000 and
up to 10,000 stock options for the calendar year ending December
31, 1997. You will also be eligible to receive bonuses for 1998
and 1999 in such amounts as may be determined by the Company. The
vesting schedule and exercise price for bonus options will be
determined by the Company.
Subject to your acceptance of this letter, the Company shall award
you options to purchase 50,000 shares of the Company's common stock
at an exercise price of $5.625 (the fair market value of Alteon
stock on January 31, 1997, when the Compensation Committee of the
Board approved this award). The options will be subject to the
terms and conditions of the Company's amended 1995 Stock Option
Plan and the Company's standard Incentive/Non-Qualified Stock
Option Grant Agreement to be executed after action of the
Compensation Committee ("Grant Agreement"). The fifty thousand
(50,000) options will vest a rate of 1,388 per month during the
Term of Employment.
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October 21, 1997
Page 2
Paragraph 20 of your Employment Agreement ("General") is amended to
include the Grant Agreement and this letter as part of the "entire
agreement," with respect to the subject matter of your employment
by the Company under these agreements. Except as modified by this
letter, the terms of your Employment Agreement, as previously
amended, shall remain in full force and effect.
If the foregoing is acceptable to you, please indicate your
agreement by signing and returning the enclosed copy of this
letter.
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and
Chief Executive Officer
Accepted and Agreed:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. O'Dell
▇▇▇▇▇▇▇▇▇ ▇. O'Dell
[ALTEON PAGE 2 LETTERHEAD]
