Exhibit 10.4
AMENDMENT NO. 2 TO
EXECUTIVE EMPLOYMENT
AGREEMENT
This Amendment No. 2 (the “
Amendment ”) to Executive Employment Agreement
(the “ Agreement ”) is effective as of December
23, 2008, by and between Micromet, Inc. (hereinafter the
“ Company ”) and Barclay Phillips
(hereinafter “ Executive
”) Capitalized terms used but not defined in the
Amendment shall have the meanings given to them in the
Agreement.
BACKGROUND
The parties
hereto have entered into that certain Executive Employment
Agreement dated as of August 30, 2008, as amended (the “
Agreement ”), and deem it to be in their
respective best interests to amend the Agreement as provided
below.
NOW, THEREFORE, in consideration of the
foregoing premises and for other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Section
2.4 shall be amended and restated to read in full as
follows:
“
2.4 Insurance. The
Company will reimburse Executive for the cost of his life insurance
in place as of the date of this Agreement, and his long term
disability insurance in place as of the date of this Agreement (and
any increase in coverage of such insurance or supplemental long
term disability insurance entered into after the effective date of
this Amendment and approved by the Company), or corresponding
insurance coverage by different insurers at comparable or lesser
cost. In addition, the Company will have the right to take out
life, health, accident, “key-man” or other insurance
covering Executive, in the name of the Company and at the
Company’s expense and for the Company’s benefit, in any
amount deemed appropriate by the Company. Executive will
assist the Company in obtaining such insurance, including, without
limitation, submitting to any required examinations and providing
information and data required by insurance
companies.”
2. Section
2.6(c)(iii) shall be amended and restated to read in full as
follows:
“(iii) If this Agreement
is terminated by the Company without Cause or by Executive for Good
Reason within six (6) months prior to or twenty-four (24) months
following a Change of Control, all of Executive’s outstanding
unvested Stock Awards will be automatically vested and exercisable
on the later of the date of termination or the Change of
Control. If any such unvested Stock Awards have been
terminated, the Company will make a cash payment to the Executive,
no later than ten (10) days after the effective date of the Change
of Control, equal to the economic value of the terminated Stock
Award to Executive at the time of the Change of Control (calculated
for stock options as the difference between the exercise price of
the option and the fair market value of the shares underlying the
option at the time of the Change of Control, and for stock awards
as the fair market value of the shares at the time of the Change of
Control less any amounts paid to Executive for the repurchase of
such shares).”
