Mr. Joseph L. Fischer
This addendum (“Addendum”) to your letter agreement with ImClone Systems Incorporated (“ImClone”) dated March 21, 2006 (the “Original Letter Agreement”) amends and supplements certain terms and conditions of your employment as Interim Chief Executive Officer of ImClone. Except where expressly set forth below, this addendum is effective as of the date hereof.
Effective as of
Annual Bonus. Your
2006 annual bonus opportunity under ImClone’s Annual
Incentive Plan will be as set forth in the Original Letter Agreement, but
provided you are employed on the date bonuses for fiscal 2006 are paid (or as
otherwise provided below), you will receive a minimum 2006 bonus of $500,000
(the “2006 Bonus”). Your 2007 annual bonus opportunity will consist of two
parts. Provided you are employed on
Severance. The two paragraphs regarding “Severance” in the Original Letter Agreement are deleted, and replaced in their entirety by the following:
“In the event your employment is terminated by ImClone without “Cause” (as defined on Appendix A) prior to December 31, 2007 or you terminate your employment with ImClone for “Good Reason” (as defined on Appendix A) prior to December 31, 2007 following a “Change in Control” (as defined on Appendix A), (without regard to the December 31, 2007 date, either, a “Protected Termination”), you will be entitled to receive a monthly severance payment (off payroll and not benefit eligible) equal to your monthly base salary through December 31, 2007 (the “Guaranteed Salary Payments”) provided that, if such Protected Termination is after a Change in Control, the Guaranteed Salary Payments shall not be less than $500,000.
Additionally, following any Protected Termination of your employment by ImClone prior to payment of the 2006 Bonus, you will be entitled to receive the minimum 2006 bonus without proration and, if the Compensation Committee determines appropriate in its sole discretion, additional incentive compensation under the Annual Incentive Plan above the minimum 2006 bonus. If such Protected Termination occurs in 2007, you will be entitled to receive a prorated Retention Bonus based on the number of days of your employment with ImClone in 2007 and, in accordance with the Annual Incentive Plan and the sole discretion thereunder of the Compensation Committee, a prorated 2007 Annual Incentive Bonus. Subject to the next paragraph, all bonuses shall be paid at such time as bonuses are paid to other ImClone executives.
All payments set forth in this section are subject to six months’ delay as and if required under Section 409A of the Internal Revenue Code of 1986, as amended.
In the event of your termination of employment for any other reason or in circumstances other than as set forth in the first two paragraphs of this section, you will not be entitled to any severance or termination payments or benefits (other than those vested accrued benefits to which you may be entitled under the ImClone employee benefit plans in which you were participating at the time of your termination of employment). As Interim Chief Executive Officer you will be designated as a “limited duration” employee for purposes of ImClone’s Senior Executive Severance Plan and will, therefore, not be covered under that plan. You also will not be covered (by virtue of rank or otherwise) under ImClone’s Change-in-Control Plan unless the Compensation Committee specifically designates you in writing as a covered employee under that plan.”
* * *
This Addendum and the Original Letter Agreement to which it relates represent the entire agreement between the parties with respect to the subject matters herein and therein. Except as expressly modified herein, the Original Letter Agreement shall remain in full force and effect. The provisions regarding “Notice” and the “Tax Provisions” of Appendix B of the Original Letter Agreement are incorporated herein by reference, provided that references to the “Letter Agreement” in such provisions shall be deemed to refer to this Addendum to the extent applicable.
Any rights and obligations you may have
as a result of this Addendum may not be transferred, except that any amounts
constituting earned but unpaid base salary as of the time of your death may be
paid to your estate. This Addendum will be governed by the laws of the State of
ImClone Systems Incorporated
/s/ Erik D. Ramanathan
Erik D. Ramanathan, Secretary
Accepted and acknowledged
/s/ Joseph L. Fischer
Joseph L. Fischer