Exhibit 10.10
December 31, 2008
Mr. Craig Philips
__________________
__________________
Dear Craig:
You (“ Employee
”) and Cell Therapeutics, Inc., a Washington corporation
(“ CTI ” or the “ Company ”)
previously entered into an employment agreement dated
April 23, 2008 (the “ Employment Agreement
”). This letter agreement amends the Employment Agreement to
the extent necessary to provide that the termination benefits set
forth therein will comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended.
Except as otherwise amended pursuant to this letter agreement, the
Employment Agreement remains in full force and effect. Any terms
used but not otherwise defined herein shall have the meaning set
forth in the Employment Agreement.
Section 8 of the Employment
Agreement is hereby amended and restated in its entirety as
follows:
“ 8. Termination Benefits.
(a) In the event Employee’s
employment is terminated without Cause by the Company or by the
Employee for Good Cause (as defined below) and provided that such
termination constitutes a “separation from service” as
defined in Treasury Regulation Section 1.409A-1(h) (“
Separation ”) and that Employee satisfies the
Conditions by the Deadline (each as defined below), Employee will
be entitled to (i) an amount equivalent to eighteen
(18) months (the “ Severance Period ”) of
Employee’s base salary (which severance payments shall not be
at less than his initial base salary rate set forth in paragraph 2
above), payable pursuant to Company’s normal payroll
procedure during the Severance Period, which shall be paid
beginning on the Company’s first normal payroll date that
occurs on or after the Deadline, and (ii) direct payment by
the Company to the COBRA administrator for continuing
Employee’s medical, dental and vision coverage for himself
and his dependents under the Consolidation Omnibus Budget
Reconciliation Act of 1985, as amended (“ COBRA
”) for the Severance Period, provided Employee makes a timely
election for such continued coverage, and (iii) accelerated
vesting of any unvested equity, including stock options and
restricted stock, that has vesting dates within one year from the
date of Employee’s termination, (clauses (i) and
(ii) and (iii), collectively, the “ Severance Pay
”). The Severance Pay shall be conditioned upon
(A) timely execution by Employee of a general release of
claims (the “ Release ”) in a form reasonably
acceptable to the Company and the non-revocation and effectiveness
of such Release, (B) voluntary resignation from all of
Employee’s positions with the Company, and (C) continued
compliance with the provisions of this Agreement, including the
covenants contained in Sections 4, 5 and 6 of this Agreement
(collectively, the “ Conditions ”), in each case
within sixty (60) days following Employee’s Separation
(the “ Deadline ”).
(b) In the event Employee is
terminated without Cause or Employee voluntarily terminates his
employment in connection with or within twelve (12) months
following a Change of Control of the Company and provided that such
termination constitutes a Separation and Employee satisfies the
Conditions by the Deadline, he will be entitled to the Severance
Pay described in and subject to the provisions of
paragraph 8(a) above. Additionally, and notwithstanding
Section 8(a)(iii), he will be entitled to all equity vesting
acceleration as set forth in the Consulting Letter Agreement
referenced in the recitals to this Agreement.
(
