www.entremed.com


 


March 30, 2012


 


Ken Keyong Ren


11 Jinjiang Dao,


1 Hebin Road


Chengdu, China 61006


 


Dear Dr. Ren:


 


It is our pleasure to confirm your employment
to you as interim Chief Executive Officer of EntreMed, Inc. (the “Company”) on the terms and conditions set forth below.


 


We look forward you to joining us as interim
Chief Executive Officer and working with you during this interim and defining period for the Company. As you know, the Board of
Directors expects to complete its independent search for a permanent President and Chief Executive Officer and we look forward
to you being a candidate as part of that search process. Upon completion of the search process and selection of a permanent Chief
Executive Officer, we expect to enter into a more detailed employment agreement with the successful candidate.


 


Duties


 


During the term of your employment, you
will act as, and exercise all of the powers and functions of, the interim Chief Executive Officer. In this position, you will report
directly to the Board of Directors and perform such acts and duties as is customary for a senior management person with a similar
position in like companies. Among other things, and subject to change at the discretion of the Board of Directors, you will serve
as the Company’s key strategist in the execution of the Company’s global drug development strategy, including the initiation
of the Company’s next trial. You will also lead the Company’s corporate and business development initiatives, overall
research and development strategy, fund-raising, and provide general direction and leadership.


 


Compensation and Benefits


 


The Company will pay you a base salary equal
to $250,000 on an annualized basis, payable in accordance with the Company’s customary payroll policy for its executives.
You will also receive a bonus in the amount of $50,000 upon the first patient enrollment in the Company’s next global clinical
trial during the term of this agreement in an oncology indication approved by the Board for this purpose. The Board of Directors
or a committee thereof may award additional bonuses to you, if any, in its discretion and as it deems appropriate. You will be
entitled to participate in any and all employee benefit plans and arrangements which are generally available to senior executive
officers of the Company, including without limitation, group medical, disability and life insurance plans, and the Company’s
Directors and Officers (D&O) insurance policy. In addition, you will also be given vacation and other paid time off consistent
with senior management pursuant to policies fixed by the Company.


 


EntreMed, Inc. / 9640
Medical Center Drive / Rockville, MD 20850


Phone 240.864.2600 / 240.864.2601
fax


 



    	 



    	 



    

 


Stock Options


 


In connection with your employment, the
Company will grant a stock option to you covering 150,000 shares of the Company’s common stock. The exercise price of such
option will be equal to the closing price of the Company’s stock at the close of trading on the first day of your employment.
 Such option will have a term of ten (10) years and will vest
and become exercisable as follows: (i) 50% on the 6-month anniversary of the first day of your employment; and (ii) the remaining
50% on the 12-month anniversary of the first day of your employment. If you are terminated “without cause,” or you
are not selected as the Company’s permanent CEO, the stock option will vest and become exercisable as to 100% of the covered
shares. If you are terminated for “cause” or voluntarily end your employment, the unvested portion of your option will
be cancelled. The Board of Directors or a committee thereof may determine to award additional equity-based awards to you, if any,
in its discretion and as it deems appropriate.


 


The option will be subject to the other
terms and conditions of the Company’s form of non-qualified stock option agreement for senior executives. The Board of Directors
or a committee thereof will award future equity-based awards to you, if any, in its discretion.


 


Term


 


Your employment will begin on April 2, 2012
and terminate on the earlier of (i) April 2, 2013 or (ii) the date on which the Company hires a permanent President and Chief Executive
Officer. In the event the Company terminates your employment without cause, you will receive accrued vacation pay any and all compensation
and benefits through April 2, 2013 payable in accordance with the Company’s customary payroll policy for its executives.
In the event the Company terminates your employment with cause, you will receive accrued vacation pay and all compensation and
benefits payable up to and only through the date of termination.


 


On behalf of the Board of Directors, we
look forward to your joining the Company and helping to lead it in a new strategic direction. Please confirm your acceptance of
these terms of employment, by signing and dating this letter in the space indicated below.


 


Sincerely,


 


Cynthia W. Hu


On behalf of the Board of Directors


 


Accepted: 


	 	 	 
	Ken Keyong Ren	Date