[Cell Therapeutics, Inc. Letterhead]

EX-10.26 2 d622342dex1026.htm EX-10.26 EX-10.26

Exhibit 10.26

[Cell Therapeutics, Inc. Letterhead]

[                    ], 2014

[                        ]

Cell Therapeutics, Inc.

3101 Western Avenue, Suite 600

Seattle, Washington 98121

 

  Re: Amendment of Equity/Long-Term Incentive Award Agreement

Dear [            ]:

Reference is made to the performance-based stock award (the “Award”) granted to you by Cell Therapeutics, Inc. (the “Company”), effective as of [            ] and as subsequently amended, and evidenced by the Equity/Long-Term Incentive Award Agreement between you and the Company (the “Award Agreement”). This letter amendment (this “Amendment”) sets forth our agreement to amend the Award Agreement on the terms set forth herein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Award Agreement.

Effective immediately, the Award Agreement is hereby amended as follows:

1. The Termination Date for each portion of the Award is hereby extended from December 31, 2015 to December 31, 2016.

2. The Company hereby grants you two additional awards of restricted stock units, effective immediately (the “Additional Awards”), under and subject to the terms and conditions of the Award Agreement (as modified by this Amendment) and the Company’s 2007 Equity Incentive Plan, as amended and restated. The following terms shall apply to the Additional Awards (and the Award Agreement is hereby amended to the extent necessary to give effect to such terms):

 

  •   The “Performance Goals” used to determine the vesting of the Additional Awards will be as follows:

 

  •   completion of a Phase III trial for Tosedostat that satisfies the primary endpoint set forth in the statistical plan then in effect on or before December 31, 2016 (“Tosedostat Phase III”); and

 

  •   approval of a new drug application or a marketing authorization application for Tosedostat on or before December 31, 2016 (“Tosedostat Approval”).

 

  •   The “Award Percentages” used to determine the number of restricted stock units payable with respect to each Performance Goal will be as follows:

Performance Goal:    Tosedostat
Phase III		     Tosedostat
Approval		  

Award Percentage:

      [____ ]%      [____ ]% 

For avoidance of doubt, the vesting, payment, termination of employment and other conditions set forth in the Award Agreement shall apply to the restricted stock units subject to, and any shares of Common Stock that may be payable pursuant to, the Additional Awards.

3. Except as expressly set forth herein, the Award Agreement shall remain in full force and effect in accordance with its original terms. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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If this Amendment accurately sets forth our understanding with respect to the foregoing matters, please indicate your acceptance by signing this Amendment below and returning it to me. A duplicate copy of this Amendment is included for your records.

 

      Cell Therapeutics, Inc.
      By:  

 

      Print Name: [                                    ]
      Title: [                                    ]

Accepted and Agreed:

      

 

      

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Date: