exv10w1






Exhibit 10.1




IDM PHARMA, INC.

2009 TRANSACTION BONUS PLAN, AS AMENDED



The Board of Directors (the “Board”) of IDM Pharma, Inc., a Delaware corporation (the
“Company”), adopted resolutions at a meeting held on December 18, 2008, approving payment of a
cash bonus to certain non-executive employees and executive officers as summarized below (as
amended, the “Plan”). The Plan was amended by the Board at a meeting held on May 17, 2009 and
the following is a summary of the Plan, as amended.



1. Purpose of the Plan. The Company considers it essential to the operation of the
Company that certain of its employees be encouraged to remain employed by the Company while the
Company attempts to effect a sale of the Company or substantially all of its assets. The Plan
is meant to supplement and work in conjunction with (and, except as provided herein, not to
replace) the Company’s other incentive programs, such as its option plans, severance
arrangements and other benefits plans, in order to achieve the foregoing purposes.



2. Terms of the Plan. 





	 	A.	 	Upon the closing of a Change of Control of the Company (as defined below) on or
prior to August 31, 2009, a lump sum cash bonus payment less standard deductions and
withholding, will be payable to such specified employee, including certain executive
officers, as noted in the column in the table below labeled “Transaction Bonus,” who
are employees of the Company immediately prior to the closing of such Change of
Control. This cash payment would be in addition to any payment to which the specified
employee may be entitled under his employment agreement or any other retention plan of
the Company in connection with a similar event.
	 
	 	B.	 	The term “Change of Control” under this Plan shall mean the first occurrence of any
of the following: (i) a merger or consolidation of the Company (A) after which the
Company’s stockholders immediately prior to the merger or consolidation do not have
beneficial ownership of at least 50% of the outstanding voting securities of the new or
continuing entity or its parent entity or (B) following a tender offer in which a
majority of the outstanding voting securities of the Company were sold, exchanged or
otherwise disposed of by the Company’s stockholders in a single or series of related
transactions; (ii) a transaction to which the Company is a party and in which a
majority of the outstanding shares of the Company’s capital stock are sold, exchanged
or otherwise disposed of, after which the Company’s stockholders immediately prior to
such transaction do not have beneficial ownership of at least 50% of the outstanding
voting securities of the Company or of the entity for which shares of the Company’s
capital stock were exchanged; or (iii) a transaction or series of related transactions
in which the Company sells, licenses or otherwise transfers for value all or
substantially all of its assets, in order to effect a sale of the Company’s business as
a going concern, to a single purchaser or group of associated purchasers. As defined
herein, the term Change of Control shall not include any transaction effected
exclusively for the purpose of changing the domicile of the Company.




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	 	C.	 	Employee Bonuses





	 	 	 	 	 
	Executive Officers	 	Transaction Bonus
	Name	 	Dollars
	Timothy P. Walbert
	 	$	300,000	 
	President and Chief Executive Officer
	 	 	 	 
	Robert J. De Vaere
	 	$	225,000	 
	Senior Vice President, Finance & Administration and
Chief Financial Officer
	 	 	 	 
	Jeffrey W. Sherman
	 	$	100,000	 
	Senior Vice President, Research & Development and Chief
Medical Officer
	 	 	 	 
	Timothy C. Melkus
	 	$	75,000	 
	Senior Vice President, Business Development and
Operations
	 	 	 	 
	Non-Executive Officer Employee
	 	$	35,000	 
	Total:
	 	$	735,000	 








2.