Exhibit 10.2
AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT
This Amendment No. 1 (this
“Amendment”) to the Change in Control Agreement (the
“Change in Control Agreement”), dated as of
, by and between
(“Executive”) and Iomai Corporation (the
“Company”), is made and entered into as of May 12,
2008, by and between the Executive and the Company. Capitalized
terms used and not otherwise defined in this Amendment are used
herein as defined in the Change in Control Agreement.
WITNESSETH :
WHEREAS, in accordance with
Section 8 of the Change in Control Agreement, the Executive
and the Company desire to amend certain provisions of the Change in
Control Agreement, as set forth below.
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
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1. |
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Amendment to Section 1(a) . Section 1(a) of the
Change in Control Agreement is hereby amended and restated in its
entirety as follows: |
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“(a) Entitlement to Severance Benefits . |
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(i) If during that period starting on the date of a Change
in Control and ending on the first anniversary of the Change in
Control, the Company terminates Executive’s employment
without Cause, or if Executive terminates his employment for Good
Reason, (x) the Company will pay to Executive, within
10 days of such termination, in one lump sum, an amount equal
to the sum of (A) his annual base salary in effect immediately
prior to the termination (or, if his base salary has been reduced
within sixty (60) days of the termination or at any time after
the Change in Control, his base salary in effect prior to the
reduction) and (B) the higher of (i) his target incentive
bonus for the year in which such termination occurs or
(ii) his actual incentive bonus for the last full year
preceding the year in which such termina |
