Exhibit 10.2
MDRNA, INC.
3830 Monte Villa Parkway
Bothell, Washington 98021
July 13, 2009
Mr. Bruce R. York
MDRNA, Inc.
3830 Monte Villa Parkway
Bothell, Washington 98021
Re: Amendment to Employment Agreement Dated
March 7, 2008
Dear Bruce:
This
letter confirms the amendments agreed to by you and MDRNA, Inc.
(the “Company”) with respect to the Employment
Agreement between you and the Company effective March 7, 2008
(the “Agreement”). Capitalized terms not otherwise
defined shall have the meanings given in the Agreement.
Pursuant to the terms of this amendment,
effective immediately your appointment, in lieu of your former
position as Chief Financial Officer, as Vice President-Finance and
Chief Accounting Officer is confirmed and agreed to by you and the
Company.
You
and the Company agree that should your employment be terminated on
or before December 31, 2009 for any reason other than
termination for Cause, including without limitation should you
terminate your employment without Good Reason, then the provisions
of Section 12(a) of the Agreement shall apply for your severance,
provided that the provisions of Section 12(c) shall apply
upon termination due to death or Disability.
In
addition, you and the Company agree that should your employment be
terminated on or before December 31, 2009 for any reason other
than termination for Cause (including without limitation following
a Change in Control), then notwithstanding anything to the contrary
contained in any of the equity compensation plans of the Company or
in any other provision of the Agreement, any and all unvested
common stock options held by you shall immediately vest in full
upon the effective date of such termination, and shall remain
exercisable for a period of two (2) years thereafter (but in
no event after the original expiration date of the award), and any
and all unvested shares of restricted common stock held by you
shall immediately vest in full upon the effective dat
