Exhibit 10.11


 


AMENDMENT
NO. 2 TO


EMPLOYMENT
AGREEMENT


 


This AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”),
effective as of December 31, 2008 (the “Amendment
No. 2 Date”), is by and between                                     
(the “Executive”) and MEDAREX, INC. (the “Company”
and together with the Executive, the “Parties”).


 


Capitalized terms used in
this Amendment No. 2 that are not otherwise defined herein shall have the
same meaning as such terms are defined in the Agreement (as defined below).


 


WHEREAS,
the Parties entered into an Employment Agreement dated                 
(the “Agreement”) under which the Parties
agreed upon the terms pursuant to which the Executive would provide services to
the Company as further described therein, and


 


WHEREAS,
Section 409A has been added to the Internal Revenue Code of 1986, as
amended (the “Code”), and this Agreement must be amended to comply with the
final regulations issued under Code Section 409A.


 


NOW
THEREFORE, the Parties agree as follows:


 


1.             Amendment of the Agreement. 
The Parties hereby agree to amend the terms of the Agreement as follows
as of the Amendment No. 2 Date.


 


1.1.          Amendment of Section 6(B).  Section 6(B) is hereby deleted and
replaced with the following to read as follows:


 


“(1)         Subject to Section 6.B(2),
if applicable, during the Term, if the Company has given notice of non-renewal,
the Executive shall be considered to have incurred an involuntary termination
of employment as of the last day of the Term (the “Termination
Date”) and shall be entitled to receive only the following
severance payments and benefits:


 


(a)                                  the
Company shall pay the Executive the lesser of (i) his then-existing Base
Salary or (ii) two (2) times the annual limit under Code Section 401(a)(17)
for the year of termination, in the form of periodic installments on the
Company’s regular pay schedule, for one (1) year commencing with the day
following the Termination Date;


 


(b)                                 to
the extent the Executive’s Base Salary exceeds two (2) times the annual
limit under Code Section 401(a)(17) for the year of termination, such
excess amount shall be paid in a lump sum severance payment in


 

















 


the year following
the year of the Termination Date, but no later than March 15 of such year;


 


(c)                                  the
Company shall continue the Executive’s benefits enumerated in Section 3.E(1) (to
the extent permitted by the Company’s insurance carriers and by the terms of
the applicable plans) for one (1) year commencing with the day following
the Termination Date; and


 


(d)                                 notwithstanding
any provisions of the plan, equity award agreement or stock option agreement
pursuant to which any equity awards or stock options were granted, (i) any
unvested equity awards or stock options that would have vested during the six (6) months
following the Termination Date shall vest of such Termination Date, and the
Executive shall be entitled to exercise any of the Executive’s equity awards or
stock options vested as of the Termination Date until ninety (90) days from the
Termination Date or the expiration of the stated period of the equity award or
option, whichever period is the shorter;


 


provided, however,
that the obligations described in (a), (b) and (c) above shall be
mitigated by earned income and benefits actually received by or for the account
of the Executive from alternative employment during the one (1) year
period following the Termination Date.


 


(2)           Payments
in respect of Base Salary pursuant to Section 6.B(1) that constitute
deferred compensation, within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) shall be subject to the
distribution requirements of Code Section 409A(a)(2)(A), including,
without limitation, the requirement of Section 409A(a)(2)(B)(i) of
the Code that payment be delayed until six (6) months after the Executive’s
separation from service if the Executive is a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such
separation from service.  The first
payment that is made following any such delay shall include all amounts that
would otherwise have been paid during the period of such delay, without
adjustment on account of such delay.


 


(3)           If
the Executive has given notice of non-renewal, all Company obligations to the
Executive as to compensation and benefits shall cease at the conclusion of the
Term.


 


(4)           At
the conclusion of the Term, all Company obligations to the Executive as to
compensation and benefits shall cease except for those provided above.”


 


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1.2.          Amendment of Section 6.F(1).  Subsection (b) of Section 6(F)(1) is
hereby deleted and replaced with the following to read as follows:


 


“A majority of the members of the Board is replaced
during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board.”


 


1.3.          Amendment of Section 6.F(2).  Subsection (a) of Section 6.F(2) is
hereby deleted and replaced with the following to read as follows:


 


   “(a)      Amount and Timing of
Severance: Subject to Section 6.F(2)(d), in addition to all
compensation for services rendered by the Executive to the Company up to the
Termination Date, the Company or its successor shall pay to the Executive an
amount equal to the sum of (i) two (2) times the Executive’s annual
Base Salary then in effect plus (ii) two (2) times the greater of (x) the
Executive’s targeted level of bonus for the year during which the Executive’s
termination of employment occurs, but no case less than the target bonus set
forth in Section 3.B or (y) the most recent bonus actually paid to
the Executive pursuant to Section 3.B, plus (iii) an amount equal to
the greater of (x) the Executive’s targeted level of bonus for the year
during which the Executive’s termination of employment occurs, but in no case
less than the target bonus set forth in Section 3.B, or (y) the most
recent bonus actually paid to the Executive pursuant to Section 3.B;
provided, however that the amount described in clause (iii) shall be
prorated based upon a fraction, the numerator of which is the number of days
the Executive is employed during the year in which termination occurs and the
denominator of which is three hundred and sixty-five.  The amount described in this Section 6.F(2)(a) shall
be paid: (x) if the Termination Date occurs within 30 days prior to a
Change in Control, in the form of periodic installments for two (2) years
commencing with the day following the Termination Date or (y) if the
Termination Date occurs on or within the twenty-four months (24) following a
Change in Control, in a lump sum.


 


1.4.         A
new Section 8 shall be added to the Agreement, which shall read as
follows:


 


“Compliance with Code Section 409A.  Notwithstanding anything else to the contrary
in this Agreement, all reimbursements payable under this Agreement, including,
without limitation, for business expenses and/or taxes shall be paid to the
Executive as soon as practicable after submission of proper documentation of
claims, but no later than December 31 of the year following the year
during which the expense was incurred or, with respect to any gross-up payment
under Section 6.F(2)(e) [and Section 3(D)(3) FOR
BARTELS], no later than December 31 of the year following the
year during which the Executive or the Company paid the related taxes.”


 


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2.             Miscellaneous.


 


2.1.         No Other Changes. 
Except as expressly provided in this Amendment No. 2, all terms of
the Agreement shall remain in full force and effect.


 


2.2.         Counterparts.  This
Amendment No. 2 may be executed in two or more counterparts, each of which
shall be deemed an original, but both of which together shall constitute one
and the same instrument.


 


In WITNESS WHEREOF,
the Parties have caused this Amendment No. 2 to be duly executed as of the
Amendment No. 2 Date.


 


 


	
  MEDAREX, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [NAME OF EXECUTIVE]

  	
   

  



 


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