409A AMENDMENT TO
EMPLOYMENT AGREEMENT OF JOHN KOLLINS
WHEREAS, OXiGENE,
Inc. (“OXiGENE”) and John Kollins
(“Executive”) entered into an employment agreement as
of February 28, 2007, as amended (the
“Agreement”);
WHEREAS, OXiGENE
and Executive desire to further amend the Agreement to comply with
Internal Revenue Code Section 409A; and
WHEREAS, all
capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.
NOW THEREFORE, the
Agreement is hereby amended as follows.
1. The last
sentence of Section 6.2 is amended in its entirety as
follows:
“Such
payments described in Sections 6.2(a), (b), (c), (d),
(e) and (f), unless otherwise required by law, shall be paid
or commence to be paid within ninety (90) days of Executive’s
termination of employment provided Executive has delivered to
OXiGENE and has not thereafter revoked a general release within
forty-five (45) days of Executive’s termination of
employment.”
2. Section 6.3(a)
is amended in its entirety as follows:
“(a) The
Employee shall receive, within sixty (60) days after the
Termination Date:
(i) A lump
sum payment of an amount equal to twelve (12) months of
Executive’s then current Base Salary; and
(ii) the
termination compensation described in Sections 6.2(b), (c),
(d), (e) and (f) above and payable as described
above.”
3. Section
(i) of the definition of “Change in Control” in
Section 6.3 is amended by replacing “50% or more”
with “more than 50%.”
4. The
definition of “Change in Control” is amended by adding
the following sentence at the end thereof:
“For
purposes of this Agreement, a Change in Control must also meet the
requirements of a “Change in Control Event” within the
meaning of
Section 409A(a)(2)(A)(v) of the Code and
Treasury Regulation Section 1.409A-3(i)(5).”
5. Section 6.6
is amended by adding the following sentence at the end
thereof:
“For
purposes of this Agreement, Good Reason must also meet the
requirements for a good reason termination in accordance with
Treasury Regulation §1.409A-1(n)(2), and any successor
statute, regulation and guidance thereto.”
6. Section 10
is amended by adding the following sentence at the end
thereof:
“Reimbursements under this Section 10
will be paid within sixty (60) days from the date it is
determined that Executive is entitled to payment under this
Section 10.”
