Exhibit 10.18
Addendum
This Addendum is made the 23rd day of April 2002 by and between:
(1) Bjorn Nordenvall, Ph.D., M.D., with residence at 319 Malborough,
Boston MA 02116, USA (hereinafter referred to as "the Executive"); and
(2) OXiGENE Inc., a Delaware corporation with its principal office at 321
Arsenal Street, Watertown, MA 02472 (hereinafter referred to as "the
Company").
(1) and (2) hereinafter collectively referred to as "the Parties".
WITNESSETH
WHEREAS the Parties entered into an Executive Employment Agreement on 9
October 1995, as amended by addendums on 1 July 1999 and 1 July 2001
(hereinafter "the Agreement");
WHEREAS the Parties wish to agree on certain matters in connection with the
termination of the Executive's employment as CEO with the Company;
NOW THEREFORE, the Parties to this Addendum (hereinafter "the Addendum")
hereby agree as follows:
1. Definitions and Interpretation
1.1 Terms defined in the Agreement shall have the same respective meanings
in this Addendum unless the context otherwise requires.
1.2 Subject to the provisions of this Addendum:
- the Agreement shall remain in full force and effect and shall be
read and construed as one document with this Addendum
- nothing in this Addendum shall constitute a waiver or release of
any rights under the Agreement, or otherwise prejudice any right
or remedy either of the Parties have under the Agreement.
2. Effective Date
This Addendum shall take effect from 23rd April, 2002.
3. Discontinuance of the Executive's Employment with the Company
3.1 It is hereby agreed that the Executive's resign from his functions as
CEO of the Company in connection with the annual general meeting of shareholders
in the Company on 11 June 2002. The Employment Term shall end on 30 June 2002.
In connection herewith the Executive shall he entitled to receive, and the
Company shall pay, compensation as follows:
3.1.1 The Company shall pay to the Executive the Base Salary until 30 June
2002.
3.1.2 The Company shall on or before 31 July 2002 effect a final single
payment of salary of US$ 125,000 to the Executive.
3.1.3 The Company shall until 31 July 2002 provide the residence and car
benefits to the Executive as they are presently being provided under the
Agreement.
This Addendum has been executed on the date first written above in two
counterparts of which the Parties have taken one each.
The Company The Executive
OXiGENE Inc.
/s/ Frederick Driscoll /s/ Bjorn Nordenvall
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President and CEO
ADDENDUM TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
OF OCTOBER 9, 1995
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This Addendum to the Executive Employment Agreement, originally dated October 9,
1995, is executed on May __,2001, to be effective on July 1, 2001, by and
between OXiGENE, Inc. a Delaware corporation with its principal office at 321
Arsenal Street, Watertown, MA 02472 (the "Company"), and Bjorn Nordenvall,
Ph.D., M.D., currently with a residence at 319 Marlborough, Boston, MA 02116
(the "Executive"). The parties to this Agreement are referred to, collectively,
as the "Parties".
Whereas, the Parties have entered into an Executive Employment Agreement,
originally dated October 9, 1995, and thereafter amended, of which the latest
amendment is dated July 1, 1999 (as so amended to date, the "Executive
Employment Agreement"); and.
Whereas, the Parties have agreed, taking into account the move of Executive from
Sweden to the United States at the request of the Company and the role played
and anticipated by Executive in the Company's success, upon an increase in
Executive's present annual Base Salary of $225,000 to a new annual Base Salary
of $250,000 and the promise by the Company to Executive of a rent-free residence
and the use of an automobile in the Boston, Massachusetts, USA, area.
Now therefore the Parties agree as follows:
1. The minimum annual Base Salary provided for in Section 2(a) ("Base Salary")
of the Executive Employment Agreement is hereby amended to $250,000.00
(U.S.) per annum.
2. The following shall be added to, and shall become and be a part of, Section
4 ("Benefits") of the Executive Employment Agreement:
(d) Residence benefit. The Company shall, during the period July 1, 2001,
through and including June 30, 2002, make available to Executive, for
use by himself and his family, a rent-free residence in the Boston,
Massachusetts, area on the terms herein set forth. Pursuant hereto,
the Company shall also bear the expense of electricity, heating,
water, refuse collection and other similar expenses related to the
residence. The Executive shall approve a residence chosen by the
Company, and the Parties have estimated that the monthly rental due
thereon shall be approximately $6,000.00 (excluding other expenses
associated with the expected occupancy and use of the premises).
(e) Car benefit. The Company shall, during the period July 1, 2001,
through and including June 30, 2002, make available without cost to
the Executive an automobile for use in connection with his activities
on behalf of the Company in the United States, and particularly in the
Boston, Massachusetts, area. Pursuant hereto, the Company shall pay up
to $600 per month for the cost of usage of the car and related
insurance. Additionally, the Company will pay for the lull operating
costs of the vehicle, including reasonable fuel, consumables,
maintenance and repairs, registration and licensing, parking and
tolls.
3. The Parties hereto agree further that the provisions hereinabove set forth
shall be extended for an additional twelve month period if the Executive
Employment Agreement has not been terminated on or before June 30, 2002,
and the Executive's principal place of employment for the Company remains
at the Company's principal office in the Boston, Massachusetts, area.
4. This Addendum shall become effective July 1, 2001, and, unless extended as
set forth in Paragraph numbered 3 above, shall terminate on June 30, 2002.
5. Except as set forth in this Addendum, the Executive Employment Agreement
and all prior amendments thereof and addenda thereto shall in all other
respects be unchanged and remain in lull force and effect.
This Addendum has been executed in two (2) originals, of which each Party has
retained one.
The Company The Executive
OXiGENE, Inc.
/s/ Frederick Driscoll /s/ Bjorn Nordenvall
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Frederick Driscoll Bjorn Nordenvall
.
AMENDMENT
TO
EXECUTIVE EMPLOYMENT CONTRACT
This Agreement is made and entered into on July 1, 1999, by and between OXiGENE,
Inc. a Delaware Corporation with its principal office at One Copley Place, Suite
602, Boston, MA 02116 ("the Company"), and Bjorn Nordenvall, Ph.D., M.D., an
adult resident of Sweden ("the Executive").
WHEREAS, the Company and the Executive have entered into an Executive Employment
Agreement dated October 9, 1995 and an undated Addendum thereto,
WHEREAS, the Company is at a phase where the work the Executive performs with
respect to commercializing the pharmaceutical products will increase,
WHEREAS, the Company's focus and the duties of the Executive has shifted towards
the United States,
WHEREAS, the work the Executive performs with respect it investor relations has
increased and become more important to the Company, and
WHEREAS, the parties agree upon that the compensation the Executive has received
up to this date is to low for the services to be performed in comparison with
executives of comparable pharmaceutical companies in the United States.
NOW, THEREFORE the parties agree as follows:
- - Section 2 (a) ("Base Salary") of the Executive Employment Agreement is
Amended by replacing the minimum amount "$ 50,000.00" with $ 225,000.00.
In all other aspects, the Executive Employment Agreement with the change made in
the Addendum thereto shall be unchanged and remain in full force and effect.
This amendment has been drawn in to originals, of which the parties have taken
one each.
OXiGENE, Inc. Executive
By: /s/ Bo Haglund /s/ Bjorn Nordenvall
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Bo Haglund Bjorn Nordenvall, Ph.D., M.D.
Title: Chief Financial Officer