exv10w1w1



 





Exhibit
10.1.1





Execution Copy




AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT




     This Amendment No. 2 (this “Amendment”) to the Employment Agreement, dated as of May 18, 2000,
by and between Stanley Erck, an individual resident of the Commonwealth of Massachusetts (“you”),
and Iomai Corporation, a Delaware corporation (the “Company”), as amended by Amendment No. 1
thereto on October 25, 2001 (as so amended, the “Employment Agreement”, is made and entered
into as of December 1, 2005 by and between you and the Company. Capitalized terms used and not
otherwise defined in this Amendment are used herein as defined in the Employment Agreement.



WITNESSETH:




     WHEREAS, in accordance with Section 17(c) of the Employment Agreement, you and the Company
desire to amend certain provisions of the Employment Agreement, as set forth below.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties herby agree as follows:



     1. Amendment to Section 1(b). Section 1(b) of the Employment Agreement is hereby
amended by deleting all but the first sentence thereof.



     2. Amendment to Section 3(c). The last sentence of Section 3(c) of the Employment
Agreement is hereby amended and restated in its entirety as follows:




“Your options shall be governed by the Company’s option plans pursuant to
which the grant has been, or in the future is, made and shall vest under
the Company’s standard vesting schedule, provided, however, that the
Company agrees that (i) in the event of a Change of Control, (ii) if your
employment with the Company is terminated by the Company for other than
Cause (as defined below) or (iii) if you terminate your employment with
the Company for Good Reason (as defined herein), all of your unvested
options, whether granted by the Company pursuant to this Section 3(c) of
this Agreement or otherwise, shall immediately vest and become
exercisable.”



     3. Amendment to Section 9(a). Section 9(a) of the Employment Agreement is hereby
amended and restated in its entirety as follows:




“(a) Cash Payment. Provided that you execute a general release of claims
in a form reasonably acceptable to the Company (and provided further that you do
not revoke that release within seven (7) days after you



 









 





Execution Copy





execute it), on the Termination Date you shall receive a cash payment equal to
twice the sum of (A) your then current Base Compensation, (or if your Base
Compensation has been reduced within sixty (60) days of the Termination Date or at
any time after the Change of Control, your Base Compensation in effect prior to
such reduction) and (B) the higher of (i) you target incentive bonus for the year
in which the Date of Termination occurs or (ii) your actual incentive bonus for the
last full year preceding the year in which the Date of Termination occurs, net of
any deductions for taxes required by law.”



     4. Addition of new Section 17(i). Section 17(i) of the Employment Agreement is hereby
added to read in its entirety as follows:




“(i) Timing of Payments. In the event that, at the time that the
Executive’s employment with the Company terminates, the Company is publicly traded
(as defined in Section 409A of the Internal Revenue Code), any amounts payable
under this Agreement that would otherwise be considered deferred compensation
subject to additional tax imposed by Section 409A if paid within six (6) months
following the date of termination shall be paid at the time that will prevent such
amounts from being considered deferred compensation.”



     5. Full Force and Effect. Except as modified, amended and supplemented above, all
rights, terms and conditions of the Employment Agreement shall remain in full force and effect.



     6. Effect of Amendment. This Amendment is an amendment to the Employment Agreement.
Unless the context of this Amendment otherwise requires, the Employment Agreement and this
Amendment shall be read together and shall have the effect as if the provisions of the Employment
Agreement and this Amendment were contained in one agreement. After the effective date of this
Amendment, all references in the Employment Agreement to the “Employment Agreement,” “this
Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Employment
Agreement shall mean the Employment Agreement as amended by this Amendment.



     7. Governing Law. Regardless of the choice of law provisions of the State of Delaware
or any other jurisdiction, the parties agree that this Amendment shall be otherwise interpreted,
enforced and governed by federal laws and the laws of the State of Delaware.



     8. Counterparts. This Amendment may be executed in counterparts, and when so
executed, each counterpart shall be deemed an original, and said counterparts together shall
constitute one and the same instrument.



     9. Effective Date. This Amendment shall be effective on the date the Company has a
registration statement for an initial public offering declared effective by the Securities and
Exchange Commission.



 









 





Execution Copy




     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.




IOMAI CORPORATION



	 	 	 	 	 	 	 
	/s/ Stanley C. Erck

	 	 	 	By:
	 	/s/ Russell P. Wilson
	 

	 	 	 	 	 	 
	Stanley Erck	 	 	 	Russell P. Wilson
	 	 	 	 	Senior Vice President