**Exhibit10.2**

 

**THIRDAMENDMENT TO EMPLOYMENT AGREEMENT**

 

This Third Amendment to Employment Agreement (the“Amendment”) is made and entered into by and between Enchira BiotechnologyCorporation, a Delaware corporation (the “Company”), and Daniel J. Monticello(the “Employee”), as of this 2nd day of April, 2002, to be effectiveas of January 1, 2002.

 

WHEREAS, the Employee and the Company entered intothat certain Employment Agreement dated January 31, 1996, as amended by thatcertain First Amendment to Employment Agreement dated April 10, 1998, and asfurther amended by that certain Second Amendment to Employment Agreement datedApril 9, 2001 (collectively, the “Agreement”), all of which are incorporatedherein in their entirety by reference; and

 

WHEREAS, the Employee and the Company desire tofurther amend the Agreement to revise certain provisions thereof.

 

NOW, THEREFORE, for and in consideration of the mutualcovenants and promises and representations contained herein, and other good andvaluable consideration, the receipt and sufficiency of which are acknowledgedherein, the Company and the Employee agree as follows:

 

1.             Section 4.9 of the Agreement is hereby amended bydeleting the section in its entirety and substituting the following inreplacement thereof:

 

4.9                                 Inthe event of Employee’s termination of employment from the Company pursuant toSections 4.5 or 4.6 hereof, or in the event that Employee’s employment with theCompany, or successor entity, is terminated within twelve months following aChange in Control, except for Cause, the Company shall be obligated to pay theEmployee severance compensation in the amount of Employee’s then currentsalary  (provided, however, that ifEmployee’s salary was reduced during the past year with his consent, the fullunreduced salary shall be used) and bonus (in the event that such amount is notdeterminable under this Agreement, the last bonus amount paid to Employee underthis Agreement for a twelve month period shall be used), payable in a lump sumon termination, plus continued benefits for the twelve month period followingtermination. In addition, in such instance, all outstanding options to purchasestock of the Company held by Employee and not previously vested (excluding anythat have lapsed, terminated or expired) will vest automatically upon suchtermination, and Employee shall have a period of 90 days to exercise suchoptions.

 

2.             This Amendment shall be governed by the laws of theState of Texas.

 

3.             The Agreement, as amended by this Amendment, supersedesany and all other agreements, either oral or in writing, between Company andthe Employee with respect to the employment of the Employee by the Company andcontains all of the representations, covenants and agreements between theCompany and the Employee with respect to such employment.  The Agreement, as amended hereby, may not belater modified except by a further writing signed by 

 

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the Company and the Employee, and no term of this Agreement may bewaived except by writing signed by the party waiving the benefit of such term.

 

4.             Exceptas modified by this Amendment, all other terms of the Agreement shall continuein full force and effect without modification.

 

5.             ThisAmendment may be executed in one or more counterparts, each of which shall bedeemed an original and all of which, taken together, constitute one and thesame instrument.

 

IN WITNESS WHEREOF, the parties have executed thisThird Amendment to Employment Agreement in duplicate originals, on this 2ndday of April, 2002, to be effective as provided above.

 
|   | ENCHIRA BIOTECHNOLOGY CORPORATION |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                          | /s/ Peter P.  Policastro, Ph.D. |   |
|   |                              | Peter P.  Policastro, Ph.D. |
|   |                              | President and  Chief Executive Officer |
|   |                              |
|   |                              |
|   |   /s/ Daniel  J. Monticello  |   |
|   | Daniel J. Monticello              |

 

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