Blueprint


 




Exhibit 10.31










 



AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, INCENTIVE STOCK OPTION
GRANT AGREEMENT AND NONQUALIFIED STOCK OPTION GRANT
AGREEMENT


 


This
Amendment No. 1 (the “Amendment”)
to that certain Employment Agreement (the “Employment Agreement”)
by and between Laura Pflug (the “Employee”)
and Adgero Biopharmaceuticals Holdings, Inc. (the
“Company”)
and to that certain Incentive Stock Option Grant Agreement (the
“ISO
Agreement”) by and between the Employee and the
Company and to that certain Nonqualified Stock Option Grant
Agreement (the “NQSO
Agreement”) by and between the Employee and the
Company, is effective as of February 8,
2017.


 


WHEREAS, the Employment Agreement sets
forth the terms and conditions of Employee’s employment with
the Company;


 


WHEREAS, the Company and Employee desire
to amend the Employment Agreement to provide for full acceleration
of unvested options upon certain change in control
terminations;


 


WHEREAS, the Company and Employee desire
to amend the vesting schedule in the ISO Agreement and the NQSO
Agreement to provide for full acceleration of unvested options upon
certain change in control terminations;


 


WHEREAS, Section 5.3 of the Employment
Agreement provides that the Employment Agreement may be amended
pursuant to an instrument in writing between the Company and
Employee; and


 


WHEREAS, Section 12 of the ISO Agreement
and the NQSO Agreement provides that the ISO Agreement and the NQSO
Agreement may be amended pursuant to an instrument in writing
between the Company and Employee.


 


NOW, THEREFORE, the Company and Employee
hereby agree that the Employment Agreement, the ISO Agreement and
the NQSO Agreement shall be amended as follows:


 




1.

The fourth sentence
of Section 3.1(c) of the Employment Agreement is hereby amended and
restated to read as follows:






 


“Notwithstanding
anything in the Plan to the contrary, if the Employee is terminated
without Cause (as defined in Section 4.1(b)) or resigns with Good
Reason (as defined in Section 4.1(c)) within twenty-four (24)
months following a Change in Control (as defined in Section 5.19),
in lieu of the application of Section 4.1(d)(ii), the Employee
shall receive accelerated vesting of all unvested options upon the
Termination Date and all of the Employee’s outstanding vested
stock options shall remain exercisable for a period of six (6)
months, measured from the Termination Date (but in no event later
than the expiration date of their term); provided, however, that in
the event stock options under the Plan are cancelled or otherwise
terminated pursuant to the Plan in connection with such Change in
Control, the Employee’s stock options may be cancelled or
otherwise terminated, as applicable, on terms no less favorable
than those provided to other similarly situated option
holders.”


 




2.

Section (f) of
Exhibit A of the ISO Agreement and the NQSO Agreement is hereby
amended and restated as follows:






 


“Vesting Schedule: The shares
subject to the option shall vest in three (3) equal annual
installments, beginning on the first anniversary of the date of
grant, and continuing on each of the second and third
anniversaries, provided that the Optionee remains a service
provider to the Company through each applicable vesting date.
Notwithstanding the foregoing, pursuant to the terms of the
Employment Agreement by and between the Company and the Optionee
dated October 3, 2016 (the “Employment Agreement”),
(i) if the Company experiences a Change in Control (as defined in
the Employment Agreement) and within twenty-four (24) months
following the Change in Control, the Company terminates the
Optionee’s employment without Cause (as defined in the
Employment Agreement) or the Optionee resigns for Good Reason (as
defined in the Employment Agreement), then upon such termination
all unvested options shall vest upon the Termination Date (as
defined in the Employment Agreement) or (ii) if (other than within
twenty-four (24) months following a Change in Control) the Company
terminates the Optionee’s employment without Cause (as
defined in the Employment Agreement) or the Optionee resigns for
Good Reason (as defined in the Employment Agreement), then upon
such termination a number of options shall automatically vest equal
to the number of unvested options that would have vested had the
Optionee remained continuously employed by the Company during the
period beginning on the date of such termination and ending on the
three (3) month anniversary of the date of such termination
(i.e., options representing
25% (3 months out of 12) of the options that would have vested on
the next annual vesting date will vest on the Termination Date (as
defined in the Employment Agreement)).”


 



 







 








3.

This Amendment
shall supersede all prior agreements, whether oral or written,
between the parties with respect to the subject matter
herein.






 




4.

Except as amended
herein, the Employment Agreement, the ISO Agreement and the NQSO
Agreement shall remain in full force and effect.






 




5.

This Amendment may
be executed in several counterparts, each of which is deemed to be
an original but all of which together will constitute one and the
same instrument. This Amendment may be delivered via facsimile or
scanned “PDF” which shall be an original for all
purposes.






 


[Signature
Page Follows]


 


 


 


 


 


 


 




-2-








 






IN
WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of this 8th day of
February, 2017.


 


 


 


Adgero
Biopharmaceuticals Holdings, Inc.


 


/s/ Frank G.
Pilkiewicz                 




Name:
Frank G. Pilkiewicz



Title:President
and CEO



 


 


Employee


 


/s/ Laura
Pflug                              




Laura
Pflug




-3-