**EXHIBIT 10.25****AMENDED EMPLOYMENT AGREEMENT**     THIS AGREEMENT (“Agreement”) amends and restates the Employment Agreement dated September 25,2006 (the “Effective Date”), as amended, and is made and entered into by and between **AtheroGenics,Inc**., a Georgia corporation (hereinafter called the “Employer”), and **W. Charles Montgomery, Ph.D.,**a resident of the State of Georgia (hereinafter the “Executive”).**WITNESSETH:**     **WHEREAS**, the Executive has been employed by Employer since 2004;     **WHEREAS**, the Employer and Executive mutually desire that the Executive’s employment becontinued; and     **WHEREAS**, the Employer and Executive mutually desire to enter into an employment contract whichwill supersede any prior contracts;     **NOW, THEREFORE**, in consideration of the premises and the mutual covenants and agreementsherein contained, the parties hereto agree as follows:     **1. ****Period of Employment**.     In exchange for the compensation, benefits and perquisites described in this Agreement, andupon such other terms and conditions hereinafter set forth, the Employer agrees to employ theExecutive for the “Period of Employment” (as hereinafter defined). For purposes of this Agreement,the “Period of Employment” shall commence as of the Effective Date of this Agreement and, unlessearlier terminated as provided in this Agreement, shall consist of an initial period of one (1)year (the “Initial Term”), and shall automatically be extended for additional one (1) year terms(each additional one (1) year term called a “Renewal Term”) unless Employer or Executive shallnotify the other not less than 30 days prior to the expiration of either the Initial Term or anyRenewal Term that Executive’s employment will end at the expiration of the then existing InitialTerm or Renewal Term.     **2. ****Position and Responsibilities**.     During the Period of Employment, the Executive agrees to serve as the Senior Vice President ofBusiness Development and Alliance Management of AtheroGenics, Inc., reporting directly to the ChiefExecutive Officer of the Employer (hereinafter the “CEO”), and to perform those functions andduties customarily assigned to individuals serving in the position in which the Executive serveshereunder. Without limiting the foregoing, Executive shall be considered an executive officer ofEmployer, and shall be a member of Employer’s management executive committee. In addition,Executive shall keep the Board of Directors of Employer and the CEO
 

 
of Employer fully apprised of all material developments occurring under Executive’ssupervision and responsibility.     Except as may otherwise be approved in advance by the CEO of Employer, the Executive shalldevote his full working time throughout the Period of Employment to the services required of himhereunder. The Executive shall render his services exclusively to the Employer during the Periodof Employment, and shall use his best efforts, judgment and energy to improve and advance thebusiness and interests of the Employer in a manner consistent with the duties of his position.     **3. ****Compensation, Benefits and Perquisites**.          (a) Base Salary     In exchange for the performance of his duties and responsibilities hereunder and all otherservices rendered by the Executive in any capacity to the Employer, the Employer agrees to pay basesalary (“Base Salary”) to the Executive for the Initial Term equal to **$308,256.00**per year. Forany Renewal Term thereafter during which this Agreement remains in effect, the Executive’s BaseSalary for each such Renewal Term shall be reviewed based upon an annual performance appraisal andcompetitive market conditions and may be increased from time to time by the Employer (at the solediscretion of Employer). Base Salary shall be payable according to the customary payroll practicesof the Employer.          (b) Incentive Compensation     In addition to Base Salary, the Executive shall be eligible to receive such incentivecompensation (“Incentive Compensation”) as shall be determined by the CEO and the Board ofDirectors of Employer (or a committee of the Board). The amount of such Incentive Compensation tobe earned in any year shall be based upon certain strategic and financial goals which shall bedetermined by the Executive and the CEO of the Employer. Such strategic and financial goals andtarget Incentive Compensation shall be set forth in the Employer’s annual budget during the term ofthis Agreement. For 2008, the target Incentive Compensation shall be **$77,064**. IncentiveCompensation earned for a calendar year pursuant to this Agreement shall be payable no later thansixty (60) days following the expiration of the calendar year.          (c) Equity Compensation     The Executive shall be eligible to participate in the Employer’s Equity Ownership Plans andreceive such awards of stock and/or options thereunder as shall be determined by the Board ofDirectors or a committee thereof.          (d) General Benefits and Perquisites     During the term of this Agreement, the Executive shall be entitled to participate, inaccordance with the terms and conditions thereof, in all employee benefit plans or perquisite
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programs generally available to all executive management personnel of the Employer which maybe in effect from time to time during the term of this Agreement; provided, however, that nothingcontained herein shall require the Employer to establish, or maintain, any such plan. Thesebenefits are provided in accordance with the provisions of each individual plan, which may beamended from time to time at the sole discretion of the Employer.          (e) Additional Disability Coverage     In addition to the employee benefit plan coverage provided under Section 3(d) above, duringthe term of this Agreement the Executive will be provided with additional “Disability” (ashereinafter defined) benefits in an amount such that the total annual Disability benefit payableunder this provision, together with payments under any short-term and/or long-term disabilityprogram or policy maintained by the Employer and from workers compensation with respect to thedisabling condition, will be equal to 70% of the Executive’s annualized Base Salary immediatelyprior to the Disability. The Disability benefit provided under this Section 3(e) will be paid fromthe date of the Disability in the same manner and at the same time that benefits are paid under theEmployer’s short-term or long-term disability program or policy, as applicable until the earliestof (i) the cessation of the Disability; (ii) the Executive’s death; (iii) the Executive’sattainment of age 65; (iv) the date when short-term disability benefits terminate if long-termdisability benefits do not immediately commence thereafter pursuant to the terms of that policy; or(v) the date when long-term disability policy benefits terminate pursuant to the terms of thatpolicy.     For purposes of this Agreement, the term “Disability” or “Disabled” has the same meaning asprovided in the long-term disability plan maintained by the Employer, not taking into account anyexclusion or waiting period under such plan or, if the Employer determines that Code Section 409Ais applicable, has the meaning set forth in Code Section 409A and the related tax regulations;provided, however, if Executive is Disabled under the long-term disability plan maintained byEmployer but is not Disabled within the meaning of Code Section 409A and he has a Separation fromService when he is Disabled as so provided under such plan, his benefit under this Section 3(e)shall begin on the date of his Separation from Service or, if he is a Specified Employee on suchdate, shall begin on his Delayed Payment Date, and the payment made on his Delayed Payment Dateshall include all the payments which would have been made on and after the date of his Separationfrom Service but for Executive’s status as a Specified Employee plus interest at the Prime Ratefrom the date each such payment would have been made but for Executive’s status as a SpecifiedEmployee. In the event of a dispute, the determination of Disability or Disabled shall be made bythe Board of Directors or its designee. In the event that the Executive shall dispute thedetermination of the Board of Directors or its designee as to the Disability of the Executive, theExecutive may appeal the determination to a panel of three doctors, one to be selected by theExecutive at his expense, one to be selected by the Board of Directors or its designee at itsexpense, and one to be selected by the doctors chosen by the Executive and the Board of Directorsor its designee whose expense shall be shared equally between Executive and Employer. The decisionof the panel of doctors shall be final. Any Separation from Service for Disability under thisAgreement shall not affect the rights, if any, that the Executive may otherwise have under thelong-term disability plan the Employer may have in effect at the effective date of such Separationfrom Service and in which the
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Executive is then participating. Employer shall have the right to review any determination ofDisability no more frequently than bi-annually.          (f) Reimbursement of Business Expenses     The Employer will reimburse the Executive for all reasonable and necessary business expenses(including, but not limited to, professional and service organization dues, journal subscriptionsand educational seminars, conferences, symposiums and other meetings) and related travel expenses,incurred or expended in connection with the performance of his duties and responsibilities asExecutive under this Agreement in accordance with the reimbursement policies of Employer. Anyreimbursement payments made to Executive pursuant to the reimbursement policies of the Employerduring the term of this Agreement shall be paid no later than March 15 of the calendar yearimmediately following the expiration of the calendar year in which the related expense wasincurred.          (g) Change of Control     In the event of a Change of Control, as defined in Section 4(g) hereof, **18**months of vestingfor unvested stock options granted to the Executive pursuant to the Employer’s Equity OwnershipPlans (or any other or successor plans) shall be immediately accelerated (but the period duringwhich Executive may exercise the stock options shall not be extended under this Agreement).     **4. ****Termination of Agreement**.          (a) General     Upon Executive’s Separation from Service for any reason, (i) the Employer shall pay theExecutive any Base Salary that was earned through the effective date of his Separation from Servicebut which remained unpaid as of that date, and (ii) Executive shall be entitled to any benefitsthat have been accrued and vested under any of Employer’s employee benefit plans in accordance withand to the extent provided in such benefit plans. Except as otherwise provided in this Agreement,Executive shall not be entitled to any other benefits or payments under this Agreement in the eventof his Separation from Service.          (b) Involuntary Termination     Employer recognizes that the Executive would incur substantial damage to personal andprofessional reputation in the event of an Involuntary Termination. Consequently, should suchInvoluntary Termination occur during the Period of Employment, the Employer shall pay to theExecutive, as liquidated damages, an amount (the “Severance Amount”) equivalent to the sum of (i)1.25 times Executive’s then current annualized Base Salary and (ii) a percentage of the targetIncentive Compensation otherwise stipulated for the benefit of Executive pursuant to Section 3(b)of this Agreement for the calendar year in which the Involuntary Termination occurs as follows:
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     **Aggregate Period of Employment** **Percentage of Target Incentive****with Employer** **Compensation Payable**     Under one year None     One year up to two years  50%     Two years and over  **125****%**     Employer, upon Executive’s Separation from Service, shall pay to Executive one-half of theSeverance Amount in a lump sum in cash within thirty (30) days after the date of Executive’sSeparation from Service and the remaining one-half of the Severance Amount shall be paid in equalinstallments over a twelve (12) month period commencing on the first day of the month following themonth of Executive’s Separation from Service and at the same time that Base Pay would have beenpaid has this Agreement continued; provided, Employer’s obligation to make such payments shall becontingent upon Executive signing a general release of all claims, in a form attached hereto asExhibit A, within twenty-one (21) days following his Separation from Service and notrevoking such release within his seven (7) day revocation period.     Upon Executive’s becoming ineligible to participate in the group health plan(s) sponsored bythe Employer, Executive may elect continuation coverage (“Continuation Coverage”) under suchplan(s) as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended(“COBRA”). During such COBRA coverage period, the Employer will pay (or will reimburse theExecutive for paying) the premiums for COBRA Continuation Coverage (excluding any medical flexiblespending account coverage) until the first to occur of (i) 15 months after the InvoluntaryTermination, or (ii) the date on which the Executive commences employment with a new employer andis eligible to participate in a subsequent employer’s medical and healthcare employee benefitsprogram with respect to the Employer’s insured group health plan; provided, however, that suchpayments or reimbursements shall not exceed the amount paid by Employer for the medical andhealthcare coverage in effect for Executive and his dependents immediately prior to the COBRAcoverage period. All other premiums shall be paid by Executive.     If the Executive has an Involuntary Termination, the Employer shall accelerate the vesting ofits stock options previously granted to Executive pursuant to the Employer’s Equity Ownership Plan(or any other or successor plans) as follows (but the period during which Executive may exercisethe stock options shall not be extended under this Agreement):
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     **Options to Have Accelerated****Aggregate Period of** **Vesting as of Date of****Employment with Employer** **Involuntary Termination**   Under one year None   One year up to two years Options otherwise vesting within **6**months following Involuntary Termination   Two years and over Options otherwise vesting within **15**months following Involuntary Termination     If the Involuntary Termination or a Constructive Discharge occurs within 24 months following aChange of Control, in lieu of the Severance Amount provided in the first paragraph of this Section4(b) (but paid in the same manner as provided in Section 4(b)), the Severance Amount shall be theaggregate of (i) **two**times annualized Base Salary and (ii) **100%**of the target IncentiveCompensation otherwise payable to him for the year in which the Involuntary Termination orConstructive Discharge occurs. In addition, vesting for all unvested stock options grantedpursuant to the Employer’s Equity Ownership Plan (or any other or successor plans) shall beimmediately accelerated (but the period during which Executive may exercise the stock options shallnot be extended under this Agreement). In order to reduce the impact of any possible excise tax,AtheroGenics agrees to provide a gross up payment equal to the sum of a) the excise tax under CodeSection 4999 payable on the severance package and b) the federal, state, local, employment tax andexcise tax on the gross up payment. Such gross up payment shall be made no later than the end ofthe calendar quarter next following the calendar quarter in which the Executive remits the relatedtaxes.     Except as provided under this Section 4(b), as of the effective date of an InvoluntaryTermination, all other obligations of the Employer to Executive under this Agreement shall cease.          (c) Voluntary Resignation     Except in the case of a voluntary resignation which results from a Constructive Discharge, ifthe Executive has a Separation from Service because he voluntarily resigns from the positionsdescribed in Section 2 during the period in which this Agreement is in effect, then the Employershall pay the Executive the benefits provided in Section 4(a) of this Agreement. No IncentiveCompensation will be paid to the Executive following the date of a voluntary resignation. Therespective terms and provisions of any other employee benefit or perquisite program shall controlin the case of a voluntary resignation.
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     Unless otherwise specifically stated in this Agreement, as of the effective date of avoluntary resignation, all obligations of the Employer to Executive under this Agreement shallcease.     The Executive must notify the Board of Directors in writing of his intent to voluntarilyterminate employment at least thirty (30) days prior to the effective date of such voluntaryresignation.          (d) Termination for Cause     Notwithstanding any other provision contained in this Agreement, the Employer has the right,at any time, to effect a “Termination for Cause” (as defined in Section 4(g)), of Executive’semployment under this Agreement. Upon the date of such Termination for Cause, the Employer shallpay the Executive the benefits provided in Section 4(a) of this Agreement. No IncentiveCompensation will be paid to the Executive following the date of a Termination for Cause. Therespective terms and provisions of any other employee benefit or perquisite program shall controlin the case of a Termination for Cause.     Unless otherwise specifically stated in this Agreement, as of the effective date of aTermination for Cause, all obligations of the Employer to Executive under this Agreement shallcease.          (e) Disability     In the event the Executive becomes Disabled at any time during the term of this Agreement, theEmployer shall make payments to the Executive in amounts equal solely to those specified in Section3(e) and for the time period specified in Section 3(e). Such payments shall be paid in the samemanner and at the same time that Base Salary would have been paid had this Agreement continued.Notwithstanding the foregoing, the Executive shall also be entitled to a pro rata portion of histarget Incentive Compensation otherwise stipulated for the benefit of Executive for the calendaryear in which he became Disabled, provided Executive still is Disabled as of the end of suchcalendar year. Such pro rata portion shall be determined by multiplying (i) the total targetIncentive Compensation that the Executive was projected to receive in respect of the year of hisDisability by (ii) the quotient of the number of days in such year prior to his Disability, dividedby 365. Such pro rata Incentive Compensation will be payable at the same time that the fullIncentive Compensation would have been payable to the Executive as provided in Section 3(b) hereof.     Except as provided under this Section 4(e) and Section 3(e), as of the effective date of theDisability, all other obligations of the Employer to Executive under this Agreement shall cease.          (f) Death     In the event of the death of Executive during the term of this Agreement, the heirs, personalrepresentatives or beneficiaries designated in writing by Executive, as required by applicable law,shall receive (i) the benefits and payments described in Section 4(a) of this Agreement; (ii) a prorata portion of the target Incentive Compensation otherwise stipulated for
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the benefit of Executive for the calendar year in which Executive dies (such pro rata portiondetermined by multiplying (x) the total target Incentive Compensation that the Executive wasprojected to receive in respect of the year of his death by (y) the quotient of the number of daysin such year prior to his death, divided by 365); and (iii) accelerated vesting of 100% of thestock options previously granted to Executive following Executive’s death. Such pro rata IncentiveCompensation will be payable at the same time that the full Incentive Compensation would have beenpayable to the Executive as provided in Section 3(b) hereof.          (g) Certain Definitions     **“Change of Control”**shall be deemed to have occurred if (i) a tender offer shall be made andconsummated for the ownership of 50% or more of the outstanding voting securities of the Employer,(ii) the Employer shall be merged or consolidated with another corporation and as a result of suchmerger or consolidation less than 50% of the outstanding voting securities of the surviving orresulting corporation shall be owned in the aggregate by the former shareholders of the Employer,(iii) the Employer shall sell all or substantially all of its assets to another corporation whichcorporation is not wholly owned by the Employer, (iv) a person, within the meaning of Section3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange Act of1934, as amended (“Exchange Act”), or other legal entity shall acquire 50% or more of theoutstanding voting securities of the Employer (whether directly, indirectly, beneficially or ofrecord), or (v) individuals who, as of the date hereof, together with those directors (x) for whoseelection proxies shall have been solicited by the board and (y) who are then serving as directorsappointed by the board to fill pre-existing vacancies on the board or vacancies caused by death orresignation, but not by either removal or to fill newly created directorships, constitute the Boardof Directors of the Employer (the “Incumbent Board”) cease to constitute at least a majority of theBoard as a result of an actual or threatened election contest with respect to the election orremoval of directors or other actual or threatened solicitation of proxies or consents by or onbehalf of a person other than the Incumbent Board. For purposes hereof, ownership of votingsecurities shall take into account and shall include ownership as determined by applying theprovisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act.     **“Code”**means the Internal Revenue Code of 1986, as amended.     **“Constructive Discharge”**means a Separation from Service by the Executive on account of, andwithin two years of the initial existence of, one or more of the following conditions arisingwithout the consent of the Executive: (i) a material diminution in the Executive’s then-currentBase Salary; (ii) a material diminution in the authority, duties, or responsibilities of theExecutive or the supervisor to whom the Executive is required to report; or (iii) a material changein the geographic location at which the Executive must perform the services; provided, however,that no Separation from Service by the Executive shall be considered a Constructive Dischargeunless, within ninety (90) days of the initial existence of a condition described in (i), (ii) or(iii) above, Executive has first provided written notice to the Chief Executive Officer of Employerof the factual circumstances forming the basis for the claim of constructive discharge and ofExecutive’s intent to treat those circumstances as a Constructive
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Discharge under this Agreement, and has further provided the Employer with a period of atleast thirty (30) days in which to cure such alleged breach.     **“Delayed Payment Date”**means the date that is six (6) months and one (1) day after the date ofExecutive’s Separation from Service.     **“Involuntary Termination”**means the Executive’s (i) involuntary Separation from Service withthe Employer, other than as a result of his death, Disability, mandatory retirement pursuant to aretirement policy of Employer or Termination for Cause, or (ii) receipt of notice of the Employer’sintent not to extend the Period of Employment as specified in Section 1. Involuntary Terminationalso means Executive’s Separation from Service by reason of a voluntary resignation of employmentwithin 90 days following events constituting a Constructive Discharge. Any other type of voluntarytermination of employment shall not be deemed an Involuntary Termination.     **“Prime Rate”**means the “Prime Rate” of interest as reported in “Interest Rates & Bonds” in theWall Street Journal, compounded daily.     **“Separation from Service”**means a separation from service with the Employer within the meaningof Code Section 409A.     **“Separation Pay”**means separation pay within the meaning of Treasury Regulations Section1.409A-1(m), issued under Code Section 409A.     **“Specified Employee”**means a specified employee of the Employer within the meaning of CodeSection 409A.     **“Termination for Cause”**means the Executive’s Separation from Service as a result of conductby the Executive amounting to (i) fraud or dishonesty against the Employer, (ii) willfulmisconduct, or repeated refusal to follow the reasonable directions of the Board of Directors orchief executive officer of the Employer, (iii) knowing violation of law in the course ofperformance of the duties of Executive’s employment with the Employer, (iv) any violation of theEmployer’s formal policies regarding nondiscrimination and equal employment opportunity, sexualharassment and other forms of unlawful workplace harassment, or insider trading of Employer’ssecurities (whether directly or indirectly), (v) repeated and frequent absences from work without areasonable excuse, (vi) intoxication with alcohol or drugs while on the Employer’s premises duringregular business hours, (vii) a conviction or plea of guilty or nolocontendere toa felony or other crime of moral turpitude in the course of his employment (e.g., fraud, theft,embezzlement and the like), (viii) gross negligence in the performance of Executive’s duties; or(ix) a breach or violation of the terms of this Agreement. With respect to (ii) above, Terminationfor Cause shall not be permitted until after the Executive has been given written notice of hisalleged actions described in clause (ii), listing in reasonable specificity such alleged actions,and after the Executive shall have failed to improve such performance within the time period (whichshall have been a reasonable time period) specified in such notice, such time period to be not lessthan 15 days.
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     **5. ****Indemnification**.     The Employer will indemnify the Executive to the fullest extent permitted by applicable lawsand regulations in accordance with the Bylaws and Amended and Restated Articles of Incorporation ofthe Employer. The Employer shall insure and provide a defense to the Executive against all costs,charges and expenses incurred in connection with any action, suit or proceeding to which he may bemade a party by reason of his good faith execution of his duties as described in Section 2. In theevent that the Executive is found to be liable or culpable, in any action, suit or proceedinginvolving sexual harassment, discrimination or fraud, the Executive will be obliged to repay to theEmployer any costs, charges or expenses incurred by the Employer in connection therewith. TheEmployer shall enter into an Indemnification Agreement (the “Indemnification Agreement”) with theExecutive which sets forth in greater detail the indemnification obligations of the Employer.     **6. ****Consolidation, Merger or Sale of Assets**.     Nothing in this Agreement shall preclude the Employer from consolidating or merging into orwith, or transferring all or substantially all of its assets to another organization which assumesthis Agreement and all obligations and undertakings of the Employer hereunder. Upon such aconsolidation, merger or sale of assets, the term “Employer” as used will mean the otherorganization, no termination of Executive’s employment under this Agreement shall be deemed to haveoccurred merely because of the consummation of a transaction described in this Section 6, and thisAgreement shall continue in full force and effect.     **7. ****Assignment**.     The Employer, with the prior written approval of the Executive, shall have the right to assignthis Agreement to an affiliate or subsidiary corporation, and all covenants and agreementshereunder shall inure to the benefit of and be enforceable by or against its successors andassigns.     This Agreement provides for the personal services of the Executive. The Executive shall nothave the right to assign or transfer any of the rights or benefits hereunder, nor shall they besubject to voluntary or involuntary alienation.     **8. ****Amendment, Modification, Termination or Waiver**.     The parties hereby irrevocably agree that no attempted amendment, modification, restatement,termination, discharge or change (collectively, “Amendment”) of this Agreement shall be valid andeffective, unless the parties shall unanimously agree in writing to such Amendment. No waiver ofany provision of this Agreement shall be effective unless it is in writing and signed by the partyagainst whom it is asserted, and any such written waiver shall only be applicable to the specificinstance to which it relates and shall not be deemed to be a continuing or future waiver.
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     **9. ****Non-Competition**.          (a) Noncompetition     The parties acknowledge and agree that, because of Executive’s access to the Trade Secrets andConfidential Information (each as hereinafter defined) as well as his duties as described inSection 2, efforts by Executive to engage in directly competitive activities would causesignificant, irreparable harm to Employer. The parties further agree that the relevant competitivemarket for the Restricted Activities (defined below) is nationwide, that Executive will be activelyworking on behalf of Employer throughout the United States of America, and that Employer would bedirectly and severely harmed by competitive activities anywhere in the United States of America.Therefore, the parties agree that, during his employment and the applicable Restricted Period,except on behalf of the Employer, Executive shall not engage in the Restricted Activities withinthe United States of America. For purposes of this Section, the “Restricted Activities” shall meanactivities substantially similar to the Executive’s responsibilities described in Section 2 of thisAgreement for any company, entity or individual that engages in the research, development,marketing or commercialization of pharmaceuticals or biopharmaceuticals that use ananti-inflammatory mechanism to treat or prevent atherosclerosis. For purposes of this Section, the“Restricted Period” shall be one (1) year after termination of employment.          (b) Nonsolicitation of joint venture partners.     During his employment and for one (1) year thereafter, Executive will not solicit or induceany company with whom (i) Employer had a joint venture relationship or similar partneringrelationship during the last 24 months of Executive’s employment and (ii) Executive had materialcontact within the last 24 months of Executive’s employment, for the purpose of establishing asimilar joint venture relationship on behalf of another entity with regard to the research,development, marketing or commercialization of pharmaceuticals or biopharmaceuticals that use ananti-inflammatory mechanism to treat or prevent atherosclerosis.          (c) Nonsolicitation of customers     During his employment and for one (1) year thereafter, Executive will not solicit or induceany customer or actively sought prospective customer of Employer, with whom Executive had materialcontact during the last 24 months of his employment, for the purpose of providing products orservices relating to pharmaceuticals or biopharmaceuticals used to treat or preventatherosclerosis.          (d) Nonsolicitation of employees     During his employment and for one (1) year thereafter, Executive will not solicit or hire anyemployee of Employer who was employed by Employer at any time during the three (3) month periodprior to the date of Executive’s termination, and will not solicit, encourage, or induce any suchemployee to leave the employ of Employer.
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          (e) Nondisparagement.     During his employment and for three (3) years thereafter, Executive will refrain from makingderogatory or disparaging statements to any person or entity regarding the Company, its management,its products or its services. This provision shall not prohibit Executive from respondingtruthfully to a subpoena or an inquiry from a governmental agency or as otherwise required by law.          (f) Reasonableness of covenants     Executive acknowledges and agrees that the covenants in this section are reasonably limitedand are necessary to protect the legitimate business interests of Employer. Executive furtheracknowledges and agrees that he is capable of finding adequate employment and making a livingwithout violating these covenants.          (g) Remedies     Executive acknowledges and agrees that, in the event of a breach of the above covenants, theharm to Employer would be immediate, significant, and irreparable. Executive agrees that, inaddition to and without waiving any other remedies to which Employer may be entitled (includingrecovery of damages), Employer shall be entitled to obtain an injunction to prevent actual orthreatened violation of these covenants, and shall not be required to post a bond or other securityin order to obtain preliminary or permanent injunctive relief.     **10. ****Intellectual Property**.          (a) For purposes of this Agreement, the following definitions apply:               (i) “Trade Secret” means any scientific, technical or non-technical data or information ofEmployer, without regard to form, including but not limited to, formulas, techniques, processes,procedures, improvements, know-how, patterns, compilations, programs, computer software, devices,methods, techniques, drawings, processes, financial data, financial plans, product or websiteplans, market feasibility studies, designs and design concepts, documents and manuals related toproduct plans, designs and design concepts, or lists (whether in written form or otherwise) ofactual or potential customers or suppliers, which (i) derive economic value, actual or potential,from not being generally known to and not being readily ascertainable by proper means by otherpersons who can obtain economic value from its disclosure or use and (ii) are the subject ofefforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets alsoinclude any information described in this Section 10(a)(i) which Employer obtains from anotherparty and which Employer treats as proprietary or designates as trade secrets, whether or not ownedor developed by Employer.               (ii) “Confidential Information” means any data or information, without regard to form, otherthan Trade Secrets, that is of value to Employer and is not generally known to competitors ofEmployer, including without limitation, lists of any information about Employer’s employees, salesand marketing techniques and information, price lists, pricing policies, Employer’s businessmethods, training and operations materials, and contracts, records
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and contractual relations with Employer’s customers and suppliers. Confidential Informationalso includes any information described in this Section 10(a)(ii) which Employer obtains fromanother party and which Employer treats as proprietary or designates as confidential information,whether or not owned or developed by Employer.               (iii) Failure to mark any of the Trade Secrets or Confidential Information as confidentialshall not affect its status as Trade Secrets or Confidential Information under this Agreement.          (b) Executive recognizes and acknowledges that Employer is engaged in the business ofresearch, development, marketing and commercialization of pharmaceuticals and biopharmaceuticalsused to treat or prevent specific medical conditions, which activities involve the use of skilledexperts and the expenditure of substantial amounts of time and money. As a result of suchinvestments of skill, time and money, Employer has developed certain Confidential Information andTrade Secrets which give Employer significant advantages over its competitors. Due to the natureof Executive’s employment with Employer, Executive understands that he has had, and may have in thefuture, frequent direct and indirect contact with various suppliers, sources and customers ofEmployer and may be presented with, have access to, and/or participate in the development of bothConfidential Information and Trade Secrets. These Trade Secrets and Confidential Informationconstitute valuable, special and unique assets of Employer and any disclosure thereof contrary tothe terms of this Agreement would cause substantial loss of competitive advantage and other seriousinjury to Employer.          (c) For the reasons recited in Section 10(b) above, Executive covenants and agrees that:               (i) During Executive’s employment with Employer and after the termination thereof, whethersuch termination is at Executive’s instance or Employer’s, Executive will not, except as expresslyauthorized or directed by Employer, use, copy, or disclose, or permit any unauthorized personaccess to, any Trade Secrets belonging to Employer or any third party; and               (ii) During Executive’s employment with Employer and for a period of five (5) years aftertermination, whether such termination is at Executive’s instance or Employer’s, Executive will notuse, copy, or disclose, or permit any unauthorized person access to, any Confidential Informationbelonging to Employer or any third party.               (iii) Upon request of Employer and in any event upon the termination of Executive’s employmentwith Employer, Executive will deliver to Employer all memoranda, notes, records, tapes,documentation, disks, manuals, files or other documents, and all copies thereof, concerning orcontaining Confidential Information or Trade Secrets in his possession, whether made or compiled byExecutive or furnished to Executive by Employer.               (iv) All inventions, discoveries, developments, designs, Trade Secrets, trademarks,copyrightable subject matter and other proprietary information or work product, whether or notpatentable (collectively, “Inventions”), which Executive has made or conceived,
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or may make or conceive, either solely or jointly with others, while providing services toEmployer or relating to any of Employer’s actual or anticipated business known to Executive whileemployed by Employer, or suggested by or resulting from any task assigned to Executive or workperformed by Executive for or on behalf of Employer, shall be the exclusive property of Employer.During Executive’s employment and thereafter, Executive will promptly disclose any and all suchInventions to Employer and will promptly execute and deliver, without requiring Employer to provideany further consideration therefor, such confirmatory assignments, instruments or documents asEmployer deems necessary or desirable to vest title thereto in Employer. During Executive’semployment and thereafter, Executive will assist Employer in obtaining, maintaining, and enforcingpatents and other proprietary rights in connection with any Invention, without requiring Employerto provide any further consideration therefor. In addition, during Executive’s employment andthereafter, Executive will promptly execute and deliver, without requiring Employer to provide anyfurther consideration therefor, any documents necessary or appropriate to comply with anyregulatory requirements, inquiries or requests by the Food and Drug Administration or otherregulatory bodies, agencies, political entities or the like regarding matters for which Executivehad responsibility during his employment.          (d) Executive acknowledges that Employer does not wish to incorporate any unlicensed orunauthorized materials into its products or technology. Therefore, Executive agrees that Executivewill not knowingly disclose to Employer, knowingly use in Employer’s business, or knowingly causeEmployer to use, any information or material which is confidential to any third party unlessEmployer has a written agreement with such third party or Employer otherwise has the right toreceive and use such information. Executive will not knowingly incorporate into Executive’s workany material which is subject to the copyrights or patent of any third party unless Employer has awritten agreement with such third party or otherwise has the right to receive and use suchmaterial.          (e) Executive represents that there are no other contracts to assign inventions that are nowin existence between Executive and any other person or entity. Executive further represents thatthere are no contracts or other restrictions which would restrict or impair Executive’s performanceunder this Agreement. As a matter of record, Executive attaches as Exhibit B a brief descriptionof all Inventions made or conceived by Executive prior to Executive’s employment with the Employerwhich Executive desires to be excluded from this Agreement.     **11. ****Litigation Assistance**.     Following the termination of Executive’s employment for whatever reason, Executive agrees toassist the Employer (upon the Employer’s request) with regard to threatened or actual litigationconcerning the Employer where Executive has knowledge of the facts relating to such threatened oractual litigation. Executive’s assistance in such matter may include, but not be limited to,meeting with the Employer’s attorneys and other professional advisors; providing truthful testimonyat a deposition, hearing and/or trial; and providing witness statements or affidavits. Employeragrees to provide Executive with reasonable notice of the need for such assistance and to usereasonable efforts to accommodate Executive’s schedule and minimize the burdens on Executive.Employer shall, as soon as practicable, reimburse Executive’s reasonable
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out-of-pocket expenses associated with such assistance and shall, as soon as practicable, payto Executive the sum of $150 per hour for Executive’s time devoted to these obligations; provided,however, that any reimbursement payments or other payments made to Executive pursuant to thisSection 11 shall be paid no later than March 15 of the calendar year immediately following theexpiration of the calendar year in which the related expense was incurred or the service wasrendered, as applicable.     **12. ****Dispute Resolution**.     Any controversy or claim arising out of or relating to the interpretation or application ofthis Agreement, or any breach hereof, shall be settled by arbitration in the Fulton County, Georgiaarea in accordance with the rules of the American Arbitration Association (“AAA”) then in effect,and judgment upon the award rendered by the arbitrator(s) shall be final and binding on the partieshereto and may be entered in any court having jurisdiction thereof.     All arbitrations pursuant to this Agreement shall be determined by a single arbitratorselected from a panel proposed by the AAA pursuant to the then-current arbitrator selectionprocedures of the AAA. Each party will bear equally the costs and expenses of arbitration, andeach party will bear the costs and expenses of its own counsel, technical advisors and expertwitnesses, unless the decision of the arbitrator otherwise directs.     Any arbitration award rendered in accordance with this Section 12 will be satisfied promptlyand without the need for the prevailing party to seek enforcement, which may be sought in any courthaving competent jurisdiction. In the event resort to enforcement proceedings are required for anyaward or decision, the party which has not complied with the arbitral award or decision will beresponsible for both parties’ reasonable attorneys’ fees and all costs in the enforcementproceeding. The decision of the arbitrators shall be tendered within sixty (60) days of finalsubmission of the parties in writing or any hearing before the arbitrators and shall include theirindividual votes.     Notwithstanding the foregoing, in the event of a breach or threatened breach of sections 9 or10, Employer shall be permitted to seek temporary injunctive relief in a court of competentjurisdiction. Any damages claims arising out of an alleged breach of sections 9 or 10 shall beresolved by arbitration in accordance with this Section 12.     The parties hereto expressly agree to this arbitration provision:     Initials:                               Initials:                          **13. ****Amendment of Equity Ownership Agreements**.     The various Equity Ownership Agreements entered into with respect to stock option grants madeby the Employer to Executive before or during the term of this Agreement (the “Equity OwnershipAgreements”), are hereby amended to reflect the accelerated option vesting and other option-relatedprovisions of this Agreement. Except as modified herein, the terms of the Equity OwnershipAgreements shall remain in full force and effect, and nothing in this
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Agreement shall extend the period during which Executive may exercise the stock optionssubject to the Equity Ownership Agreements.     **14. ****Entire Agreement**.     This Agreement and the Indemnification Agreement set forth all the promises, covenants,agreements, conditions and understandings between the parties hereto with respect to the subjectmatter hereof, and supersede all prior and contemporaneous agreements, understandings, inducementsor conditions expressed or implied, oral or written, except as contained herein or in theIndemnification Agreement. This Agreement shall not supersede any prior grant of stock options toExecutive pursuant to a formal written stock option agreement.     **15. ****Change in Taxation**.     If subsequent to the effective date of this Agreement, there occurs a change in the tax laws,regulations or administrative interpretations which would materially impact the taxation of thebenefits hereunder, either party to this Agreement may propose an amendment. Any such proposedamendment shall be subject to Section 8. The provisions of this Agreement have been structured bythe Employer acting in good faith to avoid to the extent practicable any additional tax onExecutive under Section 409A of the Code.     **16. ****Provisions Severable**.     This Agreement is intended to be performed in accordance with, and only to the extentpermitted by, all applicable laws, ordinances, rules, and regulations of the jurisdiction in whichthe parties do business. If any provision of this Agreement, or the application thereof to anyperson or circumstance shall, for any reason or to any extent, be invalid or unenforceable, theremainder of this Agreement and the application of such provision to other persons or circumstancesshall not be affected thereby, but rather shall be enforced to the greatest extent permitted bylaw.     **17. ****Withholding**.     The Employer shall have the right to withhold from any and all payments required to be made tothe Executive pursuant to this Agreement all federal, state, local, and/or other taxes which theEmployer determines are required to be withheld in accordance with applicable statutes orregulations.     **18. ****Governing Law**.     This Agreement shall be construed in accordance with the laws of the State of Georgia and thevenue of any dispute or litigation shall be Fulton County, Georgia.
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     **19. ****ERISA Rules****.**     Notwithstanding anything to the contrary contained in this Agreement, all benefits providedhereunder will be subject to applicable rules and regulations promulgated under the EmployeeRetirement Income Security Act of 1974, as amended.     **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement effective as of the ___ dayof December, 2007.      ATHEROGENICS, INC.