Exhibit 10.10
AMENDMENT NO. 1 TO
EMPLOYMENT
AGREEMENT
This AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT (“Amendment No. 1”),
effective as of December 31, 2008 (the “Amendment
No. 1 Date”), is by and between HOWARD H. PIEN
(the “Executive”) and MEDAREX, INC. (the
“Company” and together with the Executive, the
“Parties”).
Capitalized terms used in this
Amendment No. 1 that are not otherwise defined herein shall
have the same meaning as such terms are defined in the Agreement
(as defined below).
WHEREAS , the Executive and the Company entered into an
Employment Agreement dated May 16, 2007 (the
“Agreement”) under which the Parties agreed upon the
terms pursuant to which the Executive would provide services to the
Company as further described therein, and
WHEREAS , Section 409A has been added to the
Internal Revenue Code of 1986, as amended (the “Code”),
and this Agreement must be amended to comply with the final
regulations issued under Code Section 409A.
NOW THEREFORE
, the Parties agree as
follows:
1.
Amendment of the
Agreement. The
Parties hereby agree to amend the terms of the Agreement as follows
as of the Amendment No. 1 Date.
1.1.
Amendment of
Section 7 .
Subsection 3(ii) of Section 7(b) is hereby deleted
and replaced with the following to read as follows:
“A majority of the members of
the Board is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the
members of the Board.”
1.2.
Amendment of
Section 8(a).
Section 8(a)(i) is hereby deleted and replaced with the
following to read as follows:
“If your employment with the
Company or its successor is terminated other than for Cause or by
you for Good Reason within twenty-four months following a Change in
Control, the total amount of payments made under this
Section 8(a) shall be paid in a lump sum within 30 days
of the first date possible in accordance with Section 409A of
the Code and not in periodic installments over a two-year
period;”
1.3.
Amendment of
Section 8(b) .
Section 8(b) is hereby deleted and replaced with the
following to read as follows:
