**Exhibit10.1**

 

**FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT**

 

This First Amendment to Employment Agreement (the“Amendment”) is made and entered into by and between Enchira BiotechnologyCorporation, a Delaware corporation (the “Company”), and Peter P. Policastro,Ph.D. (the “Employee”), as of this 22nd day of March, 2002, to beeffective as of January 1, 2002.

 

WHEREAS, the Employee and the Company entered intothat certain Employment Agreement dated December 4, 1998 (the “Agreement”); and

 

WHEREAS, the Employee and the Company desire to amendthe 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.             Section4.9 of the Agreement is hereby amended by deleting the section in its entiretyand substituting the following in replacement 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.             ThisAmendment shall be governed by the laws of the State of Texas.

 

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

 

4.             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.

 

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IN WITNESS WHEREOF, theparties have executed this First Amendment to Employment Agreement in duplicateoriginals, on this 22nd day of March, 2002, to be effective asprovided above.

 
|   | ENCHIRA BIOTECHNOLOGY CORPORATION               |                  |
|--------|-------------------------------------------------|-----------------------|
|   |                                            |                  |
|   |                                            |                  |
|   | By:                                        | /s/ William E. Nasser |   |   |
|   |                                            | William E. Nasser     |   |
|   |                                            | Chairman of the Board |   |
|   |                                            |                  |
|   |                                            |                  |
|   |   /s/ Peter  P. Policastro, Ph.D.          |                  |   |
|   | Peter P. Policastro, Ph.D., President and Chief |
|   | Executive Officer                               |

 

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