exv10w4






Exhibit 10.4




AMENDMENT NO. 3 TO




EMPLOYMENT AGREEMENT




     This AMENDMENT No. 3 TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of October 1,
2008, is made this 22nd day of October 2008, by and among OXiGENE, INC., a Delaware
corporation with its principal offices at 230 Third Avenue, Waltham, Massachusetts 02451
(“OXiGENE”) and JOEL-TOMAS CITRON (the “Executive”).



RECITALS:




     WHEREAS, the parties have entered into an Employment Agreement dated as of January 2, 2002, as
modified by the resolutions of the Compensation Committee of the Board of Directors of OXiGENE on
July 16, 2003, Amendment No. 1 effective January 2, 2006 and Amendment No. 2 effective June 14,
2007 (as so modified, the “Agreement”), relating to the employment of the Executive by OXiGENE;



     WHEREAS, the parties wish to amend the Agreement as set forth herein pursuant to Section 17 of
the Agreement; and



     WHEREAS, capitalized terms used herein without definition have the meanings ascribed to them
in the Agreement.



     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:



          1. Sections 4 and 6 are hereby deleted in their entirety and replaced with the word
“RESERVED.”



          2. Section 5 is hereby deleted in its entirety and replaced with the following:



          “5. Base Salary. The Executive shall receive an annual base salary in the amount of $100,000
(the “Base Salary”), payable monthly in twelve (12) equal installments of $8,333.33 per month.”



          3. Section 9 is hereby deleted in its entirety and replaced with the following:



          “9. Termination. Either OXiGENE or the Executive may terminate this Agreement at any time upon
thirty (30) days’ prior written notice. In addition, OXiGENE may terminate Executive’s employment
at any time for Cause.”



          4. References to the “Employment Term” throughout the Agreement are replaced with references
to “the term of this Agreement.”



 









 





     5. Except as modified hereby, all of the terms and conditions of the Agreement remain in full
force and effect and are hereby reaffirmed, ratified and approved. This Amendment, together with
the Agreement and Amendments No. 1 and 2, embodies the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof. No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in this Amendment shall affect,
or be used to interpret, change or restrict, the express terms and conditions of this Amendment.
Hereafter references to the Agreement in any document or other agreement shall be deemed to
constitute references to the Agreement as amended by this Amendment. This Amendment may be executed
in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Execution and delivery of this Amendment may be made
and evidenced by facsimile transmission.



[Signatures on Next Page]




 









 








IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment to be duly executed
by its duly authorized representative as of the date first written above.



	 	 	 	 	 
	 	OXiGENE, INC.

 	 
	 	By:  	 	 
	 	 	 
	 	/s/ James B. Murphy
 	 
	 	Name:  	James B. Murphy 	 
	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ Joel-Tomas Citron
 	 
	 	Name:  	Joel-Tomas Citron