exv10w54






Exhibit 10.54




409A AMENDMENT TO




EMPLOYMENT AGREEMENT OF PATRICIA WALICKE




     WHEREAS, OXiGENE, Inc. (“OXiGENE”) and Patricia Walicke (“Executive”) entered into an
employment agreement as of July 31, 2007 (the “Agreement”);



     WHEREAS, OXiGENE and Executive desire to amend the Agreement to comply with Internal Revenue
Code Section 409A; and



     WHEREAS, all capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Agreement.



     NOW THEREFORE, the Agreement is hereby amended as follows.




     1. The last sentence of Section 6.2 is amended in its entirety as follows:




“Such payments described in Sections 6.2(a), (b, (c),(d), (e) and (f), unless
otherwise required by law, shall be paid or commence to be paid within ninety (90)
days of Executive’s termination of employment provided Executive has delivered to
OXiGENE and has not thereafter revoked a general release within forty-five (45)
days of Executive’s termination of employment.”



     2. Section 6.3(a) is amended in its entirety as follows:




“(a) The Executive shall receive, within sixty (60) days after Executive’s
termination of employment:




(i) A lump sum payment of an amount equal to twelve (12) months of
Executive’s then current Base Salary; and




(ii) the termination compensation described in Sections 6.2(b), (c), (d),
(e) and (f) above, payable as described above.”



     3. Section (i) of the definition of “Change in Control” in Section 6.3 is amended by replacing
“50% or more” with “more than 50%.”



     4. The definition of “Change in Control” is amended by adding the following sentence at the
end thereof:




“For purposes of this Agreement, a Change in Control must also meet the
requirements of a “Change in Control Event” within the meaning of
Section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section
1.409A-3(i)(5).”



 









 





     5. Section 6.6 is amended by adding the following sentence at the end thereof:




“For purposes of this Agreement, Good Reason must also meet the requirements for a
good reason termination in accordance with Treasury Regulation §1.409A-1(n)(2), and
any successor statute, regulation and guidance thereto.”



     6. Section 10 is amended by adding the following sentence at the end thereof:




“Reimbursements under this Section 10 will be paid within sixty (60) days from the
date it is determined that Executive is entitled to payment under this Section 10.”



     7. The following new Section 19 shall be added to the Agreement:




“19. Compliance with Code Section 409A 




(a) If any of the benefits set forth in this Agreement are deferred compensation
under Section 409A of the Internal Revenue Code of 1986, as amended, or any
successor statute, regulation and guidance thereto (“Code Section 409A”), any
termination of employment triggering payment of such benefits must constitute a
“separation from service” under Code Section 409A before distribution of such
benefits can commence. For purposes of clarification, this paragraph shall not
cause any forfeiture of benefits on the part of the Executive, but shall only act
as a delay until such time as a “separation from service” occurs.




(b) It is intended that each installment of the payments and benefits provided
under this Agreement shall be treated as a separate “payment” for purposes of Code
Section 409A. Neither OXiGENE nor Executive shall have the right to accelerate or
defer the delivery of any such payments or benefits except to the extent
specifically permitted or required by Code Section 409A.




(c) Any reimbursements or direct payment of Executive’s expenses subject to Code
Section 409A shall be made no later than the end of the calendar year following the
calendar year in which such expense is incurred by the Executive. Any reimbursement
or right to direct payment of Executive’s expense in one calendar year shall not
affect the amount that may be reimbursed or paid for in any other calendar year and
a
reimbursement or payment of Executive’s expense (or right thereto) may not be
exchanged or liquidated for another benefit or payment.



 









 






(d) Notwithstanding any other provision of this Agreement to the contrary, the
Agreement shall be interpreted and at all times administered in a manner that
avoids the inclusion of compensation in income under Code Section 409A(a)(1). Any
provision inconsistent with Code Section 409A will be read out of the Agreement.
For purposes of clarification, this Section 19(d) shall be a rule of construction
and interpretation and nothing in this Section 19(d) shall cause a forfeiture of
benefits on the part of the Executive.




(e) Notwithstanding any other provision of this Agreement to the contrary, if any
amount (including imputed income) to be paid to Executive pursuant to this
Agreement as a result of Executive’s termination of employment is “deferred
compensation” subject to Code Section 409A, and if the Executive is a “Specified
Employee” (as defined under Code Section 409A) as of the date of Executive’s
termination of employment hereunder, then, to the extent necessary to avoid the
imposition of excise taxes or other penalties under Code Section 409A, the payment
of benefits, if any, scheduled to be paid by Company to Executive hereunder during
the first six (6) month period following the date of a termination of employment
hereunder shall not be paid until the date which is the first business day after
six (6) months have elapsed since the Executive’s termination of employment for any
reason other than death. Any deferred compensation payments delayed in accordance
with the terms of this Section 19(e) shall be paid in a lump sum after six (6)
months have elapsed since the Executive’s termination of employment. Any other
payments will be made according to the schedule provided for herein.”



     8. Except as specifically modified herein, the terms of the Agreement, and all terms and
conditions of your employment with OXiGENE shall remain in full force and effect.



     IN WITNESS WHEREOF, each of the parties has caused this 409A Amendment to be executed as of
December 31, 2008.



	 	 	 	 	 	 	 
	Executive:

	 	 	 	OXiGENE, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Patricia Walicke
 

Patricia Walicke

	 	 	 	/s/ John A. Kollins
 

By: John A. Kollins, CEO