Amendment to Employment Agreement Between Alteon Inc. and Robert C. deGroof, Ph.D.

Summary

This letter agreement amends the employment contract between Alteon Inc. and Robert C. deGroof, Ph.D. It guarantees that Dr. deGroof will receive all benefits under the company's Change in Control Severance Benefits Plan, as it exists on June 5, 2003, if a change in control occurs, regardless of any later changes to the plan. All other terms of the original employment agreement remain unchanged.

EX-10.1 3 w89136exv10w1.txt LETTER AGREEMENT BETWEEN ALTEON & ROBERT C DEGROOF Exhibit 10.1 June 5, 2003 Robert C. deGroof, Ph.D. 145 Water Crest Drive Doylestown, Pennsylvania 18901 Dear Bob: This letter will confirm certain matters related to your employment by Alteon Inc. (the "Company") and shall constitute an amendment to your Amended and Restated Employment Agreement with the Company dated as of May 5, 2003 (the "Employment Agreement"). In consideration of your continued employment with the Company, the following paragraph is added to your Employment Agreement. "Upon a Change in Control (as defined in the Alteon Inc. Change in Control Severance Benefits Plan, effective as of February 27, 1996 (the "Plan")), you will be entitled to all of the benefits to which you would be entitled under the Plan as in effect on the date hereof if a Change in Control occurred on the date hereof, notwithstanding any amendment or termination of the Plan or other action by the Board of Directors of the Company as permitted under the Plan which may affect your entitlement to benefits thereunder after the date hereof." Except as modified by this letter, the terms of your Employment Agreement shall remain in full force and effect. If the foregoing is acceptable to you, please indicate your agreement by signing and returning the enclosed copy of this letter. Sincerely, /s/ Kenneth I. Moch President and Chief Executive Officer Enclosure Accepted and agreed this 10th day of July 2003 /s/ Robert C. deGroof, Ph.D. - ----------------------------