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Exhibit
10.1
AMENDMENT TO EXECUTIVE
RETIREMENT AGREEMENT
This Amendment to Executive
Retirement Agreement (the “ Agreement ”) is
entered into as of June 11, 2008 (the “ Effective
Date ”), by and between Indevus Pharmaceuticals, Inc.
(the “ Company ”) and Glenn L. Cooper, M.D.
(“ Dr. Cooper ” and individually, a “
Party ,” and collectively, the “ Parties
”).
WHEREAS, Dr. Cooper and
the Company previously entered into an Executive Retirement
Agreement dated as of March 3, 2008 (the “
Agreement ”) whereby the Company retained the services
of Dr. Cooper for at least one year and agreed to compensate
him for his willingness to continue to provide such services to the
Company and provide certain retirement benefits to him relating to
his services as the Company’s Chief Executive Officer for
over 14 years.
WHEREAS, Dr. Cooper and
the Company desire to amend the Agreement to (i) extend the
period for which Dr. Cooper is to provide services to the
Company and (ii) make other related modifications to the
Agreement, all subject to the terms and conditions set forth
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Term of
Service. Section 1(a) of the Agreement is hereby deleted
in its entirety and replaced with the following in its
stead:
“(a) The term of this
Agreement (the “ Term ”) shall extend from the
Effective Date through the date which is twelve (12) months
following the CEO End Date. The “CEO End Date” as used
herein shall mean the earlier of: (i) the date that the
Company hires a replacement Chief Executive Officer, (ii) a
future date to be mutually agreed upon between the Company and
Dr. Cooper, or (iii) the termination of this Agreement in
accordance with Section 4.”
2. Compensation and
Benefits. Section 2(b) of the Agreement is hereby deleted
in its entirety and replaced with the following in its
stead:
“(b) During the Term,
in addition to the amounts payable under the first paragraph of
this Section 2, Dr. Cooper shall continue (i) to be
eligible for a bonus under the Company’s Fiscal Year 2008 CEO
Bonus Plan, to be paid at the same time the Company makes any bonus
payments under its Fiscal Year 2008 COO and Executive VP Bonus
Plan, and which shall be calculated as if he served as the Chief
Executive Officer for the entire fiscal 2008 regardless of the CEO
End Date, (ii) to be eligible for a bonus under the
Company’s future CEO Bonus Plans if he serves as CEO during
such fiscal years, to be paid at the same time the Company makes
any bonus payments under the COO and Executive VP Bonus Plans
relating to such fiscal ye
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