Amendment to Employment Agreement Between Alteon Inc. and Judith S. Hedstrom

Summary

This letter agreement amends Judith S. Hedstrom's employment contract with Alteon Inc. to guarantee her eligibility for severance benefits under the company's Change in Control Severance Benefits Plan, as it existed on June 5, 2003. Even if the plan is later changed or terminated, she will still receive the same benefits if a change in control occurs. All other terms of her original employment agreement remain unchanged.

EX-10.2 4 w89136exv10w2.txt LETTER AGREEMENT BETWEEN ALTEON & JUDITH HEDSTROM Exhibit 10.2 June 5, 2003 Ms. Judith S. Hedstrom 7811 Exeter Road Bethesda, Maryland 20814 Dear Judy: This letter will confirm certain matters related to your employment by Alteon Inc. (the "Company") and shall constitute an amendment to your Employment Agreement with the Company dated as of February 11, 2002 (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 7th day of July 2003 /s/ Judith S. Hedstrom - -----------------------