First Amendment to Employment Agreement dated July 2, 2009 for Karen Valentine



 Exhibit 10.3 
 Confidential 
 AMENDMENT – NUMBER ONE

 AGREEMENT 
 This Amendment Number One (this “Amendment 1”) is effective as of July 2, 2009 by and between Antigenics Inc., a Delaware corporation, having its principle place of business at 3 Forbes
Road, Lexington, Massachusetts 02421, USA (the “Company”) and Karen Valentine (the “Executive”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement (defined below). 
 WITNESSETH 
 WHEREAS, the parties have entered into an Agreement effective as September 16, 2008 setting forth employment terms (the “Agreement”); and 
 WHEREAS, the parties now wish to amend the Agreement to reflect certain changes in the Company’s Executive Change in Control Plan as set forth herein; 
 NOW, THEREFORE, the parties agree as follows: 
  

	 	1.	Section 5(g)(i) of the Agreement is hereby deleted in its entirety and replaced with the following: 

 (i) If a Change of Control occurs on the date of such Change in Control, fifty-percent (50%) of any stock options or
shares of restricted stock of the Company previously granted or issued to the Executive that are outstanding and unvested as of the date of the Change in Control shall become vested, exercisable and, in the case of shares of restricted stock, no
longer subject to forfeiture, provided that the Executive is employed by the Company on the date of such Change in Control. 
  

	 	2.	Section 5(g)(ii) of the Agreement is hereby deleted in its entirety and replaced with the following: 

 (ii) If a Change of Control occurs and within eighteen (18) months following such Change of Control, the Company
terminates the Executive’s employment other than for Cause, or the Executive terminates his/her employment as a result of a Compensation Reduction or for Good Reason (as defined herein), then, in lieu of any payments to or on behalf of the
Executive under Section 5(d) or 5(e) hereof, the Company shall pay to the Executive in one lump sum an amount equal to (A) eighteen (18) months Base Salary at the rate in effect on the date of termination, plus (B) 150% of the
higher of (x) the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Executive’s employment is terminated or (y) the actual incentive bonus paid to the Executive, if any, under the
Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment is








 
terminated; and shall also, until the conclusion of a period of eighteen (18) months following the date of termination, pay the full premium cost of the Executive’s participation in the
Company’s group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, any (I) outstanding unvested options granted or issued to the
Executive as of the date of the Change in Control shall become vested and shall be exercisable for ninety (90) days following termination of the Executive’s employment and (II) shares of unvested restricted stock of the Company granted or
issued to the Executive as of the date of the Change in Control shall become vested and no longer subject to forfeiture. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000
plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement
assistance benefit. 
  

	 	3.	The parties acknowledge and agree that, except as set forth in this Amendment 1, the Agreement shall remain in full force and effect. 

  

	 	4.	This Amendment 1 shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, irrespective of any conflicts of law principles
thereof. 

  

	 	5.	This Amendment 1 may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto. 

 [SIGNATURE PAGE FOLLOWS] 
  

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 Confidential 
 IN WITNESS WHEREOF, the parties each have caused this Amendment 1 to be executed by their respective duly authorized representative as of
the date first set forth above. 
  

			
	 ANTIGENICS INC., a Delaware corporation

		
	 By:
	 	 /s/ Garo H. Armen

	 Name:
	 	Garo H. Armen
	 Title:
	 	Chairman and CEO
	
	 Executive

		
	 By:
	 	 /s/ Karen Valentine

	 Name:
	 	Karen Valentine


  

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