Exhibit 10.1


 


Amendment to Employment Agreement


 


This Amendment is made,
entered into, and is effective as of the Amendment Date, by and between the
Company and the Executive.


 


Article 1. Definitions


 


1.0                                 Unless
otherwise defined herein, the terms used herein shall have the meanings
ascribed to them in Article 2. of the Employment Agreement.


 


1.1                                 “Amendment”
shall mean this amendment to the Employment Agreement.


 


1.2                                 “Amendment
Date” shall mean September 1, 2003.


 


1.3                                 “Company”
means Savient Pharmaceuticals Inc. (formerly known as Bio-Technology General
Corp.), a Delaware corporation, or any Successor Company thereto as provided in
Section 9.1 herein.


 


1.3                                 “Employment
Agreement” shall mean that certain agreement entered into by and between the
Company and the Executive as of January 1, 2002 and which subsequent thereto
was filed by the Company with the Securities and Exchange Commission.


 


Article 2. Amendments


 


2.0                                 The
Employment Agreement is hereby amended, as of the Amendment Date, as set forth
in Sections 2.1 through 2.5.


 


2.1                                 Section
3.1 of the Employment Agreement is rewritten to read in its entirety as
follows:


 


3.1                                 During
the term of this Agreement, the Executive agrees to serve as Executive Vice
President, Chief Technical Officer of the Company and as General Manager of
Subsidiary, or in such other position which Executive shall agree to accept or
to which Executive shall be promoted during the Term and Executive shall report
directly to the Chief Executive Officer, and shall maintain the level of duties
and responsibilities as in effect as of September 1, 2003, or such higher level
of duties and responsibilities as Executive may be assigned during the Term
(the “Position”).


 


2.2                                 Section 5.2 of the
Employment Agreement is rewritten to read in its entirety as follows:


 


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5.2                                 Base
Salary.  The Company shall pay the
Executive a Base Salary in an amount which shall be established from time to
time by the Board of Directors of the Company or the Board’s designee;
provided, however, that such Base Salary shall not be less than
TWO-HUNDRED-SEVENTY- TWO-THOUSAND-THREE-HUNDRED-DOLLARS (US$272,300) per year.


 


(a)          This
Base Salary shall be paid to the Executive in equal installments throughout the
year, consistent with the normal payroll practices of the Company.


 


(b)         The
Base Salary shall be reviewed at least annually following the Effective Date of
this Agreement, while this Agreement is in force, to ascertain whether, in the
judgment of the Board or the Board’s designee, such Base Salary should be
increased based primarily on the performance of the Executive during the year.
If so increased, the Base Salary as stated above shall, likewise, be increased
for all purposes of this Agreement and shall not, in any event, be decreased in
any year.


 


2.3                                 Section 7.4(c) of the
Employment Agreement is rewritten to read in its entirety as follows:


 


(c)          For
purposes of this Section 7.4, the term “Service Multiple” shall be defined as
being equal to one-and-seventy-five-hundredths (1.75);


 


2.4                                 Sections 7.6(d)(1) and
(d)(2) of the Employment Agreement are rewritten to read in their entirety as
follows:


 


(d)         Upon
a termination of the Executive’s employment for Good Reason during the Term,
and following the expiration of the sixty (60) day notice period, the Company
shall pay and provide to the Executive the following:


 


(1)                                  The
greater of the amount determined under (A) or the amount determined under (B):


 


(A)         an
amount equal to one-and-seventy-five-hundredths (1.75) times the Executive’s
annual Base Salary established for the fiscal year in which the Effective Date
of Termination occurs plus an amount equal to one-and-seventy-five-hundredths
(1.75) times the Executive’s targeted Annual Bonus award established for the
fiscal year in which the Effective Date of Termination occurs;


 


(B)           
the total amount payable to Executive pursuant to Directors Insurance, Keren
Hishtalmut and similar programs under Israeli law.


 


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(2)                                  A
continuation of the welfare benefits of health care, life and accidental death
and dismemberment, and disability insurance coverage after the Effective Date
of Termination for twenty-one (21) months or the maximum number of months
mandated under Israeli law, whichever is greater. These benefits shall be
provided to the Executive at the same coverage level as in effect as of the
Effective Date of Termination, and at the same premium cost to the Executive
which was paid by the Executive at the time such benefits were provided. However,
in the event the premium cost and/or level of coverage shall change for all
employees of the Subsidiary, or for management employees of the Subsidiary with
respect to supplemental benefits, the cost and/or coverage level, likewise,
shall change for the Executive in a corresponding manner. The continuation of
these welfare benefits shall be discontinued if prior to the expiration of the
period, the Executive has available substantially similar benefits at a
comparable cost to the Executive from a subsequent employer, as determined by
the Compensation Committee (or, in the event the Compensation Committee ceases
to exist, the Board);


 


2.5                                 Section 8.3 of the
Employment Agreement is rewritten to read in its entirety as follows:


 


8.3                                 Severance
Benefits Paid upon a Qualifying Termination.  In
the event the Executive becomes entitled to receive CIC Severance Benefits, the
Company shall pay to the Executive and provide him the following:


 


(a)                        The
greater of the amount determined under (1) or the amount determined under (2):


 


(1)                                  An
amount equal to two-and-twenty-five-hundredths (2.25) times the Executive’s
annual Base Salary established for the fiscal year in which the Effective Date
of Termination occurs; plus an amount equal to two-and-twenty-five-hundredths (2.25)
times the Executive’s targeted Annual Bonus award established for the fiscal
year in which the Effective Date of Termination occurs;


 


(2)                                  the
total amount payable to Executive pursuant to Directors Insurance, Keren
Hishtalmut and similar programs under Israeli law.


 


(b)                       An
amount equal to the Executive’s unpaid Base Salary and accrued but unused
vacation pay through the Effective Date of Termination;


 


(c)                        All
outstanding long-term incentive awards shall be subject to the treatment
provided under the applicable long-term incentive plan of the Company;


 


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(d)                       A
continuation of the welfare benefits of health care, life and accidental death
and dismemberment, and disability insurance coverage after the Effective Date
of Termination for twenty-seven (27) months or the maximum number of months
mandated under Israeli law, whichever is greater. These benefits shall be
provided to the Executive at the same coverage level as in effect as of the
Effective Date of Termination, and at the same premium cost to the Executive
which was paid by the Executive at the time such benefits were provided.
However, in the event the premium cost and/or level of coverage shall change
for all employees of the Subsidiary, or for management employees of the
Subsidiary with respect to supplemental benefits, the cost and/or coverage
level, likewise, shall change for the Executive in a corresponding manner. The
continuation of these welfare benefits shall be discontinued if prior to the expiration
of the period, the Executive has available substantially similar benefits at a
comparable cost to the Executive from a subsequent employer, as determined by
the Compensation Committee (or, in the event the Compensation Committee ceases
to exist, the Board);


 


(e)                        Notwithstanding
anything herein to the contrary, it is agreed and understood that the Company’s
payment obligations under this Section 8.3 shall be reduced by the amount of
the payments Executive is entitled to receive under the programs set forth in
Section 8.3(a)(2).


 


Article 3. Miscellaneous


 


3.0                       Except
for those provisions of the Employment Agreement specifically amended as set
forth in Article 2 of this Amendment, the remaining terms of the Employment
Agreement shall remain in full force and effect as set forth therein.


 


IN WITNESS WHEREOF,
the Company, through its duly authorized representative, and the Executive have
executed this Amendment as of the Amendment Date.


 


	
   

  	
  Executive:

  
	
   

  	
   

  
	
   

  	
  /s/ Dov Kanner

  	
   

  
	
   

  	
  Dov Kanner

  	
   

  
	
   

  	
   

  
	
   

  	
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
  Savient
  Pharmaceuticals Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sim Fass

  	
   

  
	
   

  	
   

  	
  Sim Fass

  	
   

  
	
   

  	
   

  	
  Chairman & CEO

  	
   

  



 


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