exv10w1






Exhibit 10.1








October 1, 2010




Errol B. DeSouza

President and Chief Executive Officer

Biodel Inc.

100 Saw Mill Road

Danbury, Connecticut 06810



Dear Errol:




     Reference is made to the Executive Employment Agreement, dated as of March 26, 2010 (the
“Employment Agreement”), between you and Biodel Inc. (the “Company”). This letter
agreement records the mutual agreement between you and the Company with respect to the treatment of
your Base Salary for purposes of the Employment Agreement.



     You and the Company hereby agree (i) to reduce the cash portion of your Base Salary, effective
for amounts earned from October 1, 2010 through September 30, 2011, from $37,500 per month to
$33,333.33 per month and (ii) to treat the remainder of your Base Salary for such period as
deferred into restricted stock units (“RSUs”) under the Company’s 2010 Stock Incentive Plan
(the “2010 Plan”).



     The RSUs will be granted to you effective October 1, 2010, under a form of agreement
substantially similar to that the Company has previously used. You will receive RSUs equal to
$50,000 divided by the Fair Market Value (as defined in the 2010 Plan) of the Company’s
common stock on October 1, 2010. Subject to the provisions of the Employment Agreement relating to
acceleration or forfeiture of your equity awards, (i) 25% of the RSUs will vest on December 31,
2010; (ii) the remaining amount will vest in equal installments on March 31, 2011, June 30, 2011,
and September 30, 2011; and (iii) the shares of the Company’s common stock represented by the RSUs
will be distributed on (and not before) September 30, 2011, absent an intervening Reorganization
Event or Change in Control Event (each as defined in the 2010 Plan) that causes an earlier
distribution.



     The Company and you have agreed that, for all other purposes under the Employment Agreement,
your Base Salary will be treated during the fiscal year ending September 30, 2011 as though it
remained $450,000. You acknowledge that the reduction in the cash portion of your Base Salary
during this period may cause a reduction in third-party insured benefits that are determined based
on actual cash salary.



100 saw mill road • Danbury, CT • 06810

Phone: (203) 796-5000 • Fax: (203) 796-5002

















 








     Except as amended by this letter agreement, the Employment Agreement shall remain in full
force and effect.



     This letter agreement and the Employment Agreement constitute the entire agreement of the
parties hereto with respect to the subject matter hereof and supersede all prior agreements and
undertakings, both written and oral, among the parties hereto with respect to the subject matter
hereof.



     This letter agreement may be executed and delivered (including by facsimile transmission) in
one or more counterparts, each of which shall be an original, but when taken together, shall
constitute a single agreement.



     Please confirm that the foregoing is in accordance with your understanding by signing and
returning to us an executed duplicate of this letter. Upon your acceptance hereof, this letter
will constitute a binding agreement between us.


Very truly yours,



BIODEL INC.




	 	 	 	 	 

	By: 

Name:

	 	/s/ Gerard Michel
 

Gerard Michel
	 	 
	Title:

	 	Chief Financial Officer	 	 
	 
	 	 	 	 
	I have been given a reasonable amount of time to
consider this letter agreement and to consult an
attorney and/or advisor of my choosing. I have
carefully read this letter agreement, understand
the contents herein and freely and voluntarily
assent to all of the terms and conditions hereof
as of the date first written above	 	 






	 	 	 

	/s/ Errol B. De Souza
 

Errol B. De Souza

	 	 






100 saw mill road • Danbury, CT • 06810

Phone: (203) 796-5000 • Fax: (203) 796-5002





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