Exhibit 10.82
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment No. 2 to Employment Agreement (the "Amendment") dated as of
May 30, 1997 between Seragen, Inc. (the "Company") and Xxxx X.Xxxxxxx,Ph.D.
("Xxxxxxx").
WHEREAS, the Company and Xxxxxxx 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 Xxxxxxx 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 3.6(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 xxxxx
Xxxxxxx additional stock options under the Plan covering that number
of shares of Common Stock necessary to cause Xxxxxxx'x 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 2.75% of the Common Stock on a Fully
Diluted Basis; provided that Xxxxxxx'x right to receive additional
stock options under this subsection 3.6(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 Financings 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 3.6(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 3 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/Xxxx X. Xxxxxxx, Ph.D.
_________________________
Xxxx X.Xxxxxxx, Ph.D.
SERAGEN, INC.
By: /s/Reed R. Prior
____________________
Reed R.Prior.
Charirman and Chief
Executive Officier
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