Exhibit 10.22
EXTENSION AND AMENDMENT
AGREEMENT
AGREEMENT dated as of February 15, 2007 (the
“Agreement”) between Callisto Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”) and Gary
S. Jacob (the “Executive”).
The Company’s Board of
Directors has determined, in light of the importance of the
Executive’s services to the stability and interests of the
Company and its stockholders, to extend the term and amend certain
provisions of the Employment Agreement between the Company and the
Executive dated as of June 13, 2003, as amended October 19, 2005
(the “Employment Agreement”).
NOW, THEREFORE, in consideration of
the premises and the mutual covenants contained in this Agreement,
it is agreed between the Company and the Executive as
follows:
1.
EXTENSION AND AMENDMENT OF EMPLOYMENT AGREEMENT .
(a)
Extension . The “Employment Term” defined
in Section 1.2 of the Employment Agreement as amended by the
Extension and Severance Compensation Agreement dated as of June 9,
2005 between the Company and the Executive (the
“Extension Agreement”) is hereby extended to December
31, 2009, unless earlier terminated in accordance with Section 4 of
the Employment Agreement and the Extension Agreement.
(b)
Compensation . The Company agrees to maintain
Executive’s “Base Salary” (as defined in the
Employment Agreement) at $300,000 per year, payable monthly in
approximate equal installments in advance. In addition, the
Executive shall be granted an aggregate of 225,000 ten-year
incentive stock options pursuant to the Company’s Stock
Option Plan (the “Plan”) at an exercise price per
share equal to the fair market value of the Company’s Common
Stock on the date of execution of this Agreement, as such value is
defined in the Plan. Subject to the provisions of the Plan,
the Extension Agreement and Section 4 of the Employment Agreement,
one third of such options shall vest on December 31, 2007, 2008 and
2009. Once vested, the options may be exercised until their
expiration, notwithstanding any provision of the Plan which
requires exercise following t
