Amendment to Employment Agreement Between Alteon Inc. and Elizabeth O'Dell (June 5, 2003)

Summary

This letter agreement amends Elizabeth O'Dell's employment contract with Alteon Inc. It guarantees that, if there is a change in control of the company, Ms. O'Dell will receive all benefits outlined in the company's Change in Control Severance Benefits Plan as it exists on the date of this letter, regardless of any future changes to the plan. All other terms of her original employment agreement remain unchanged.

EX-10.3 5 w89136exv10w3.txt LETTER AGREEMENT BETWEEN ALTEON & ELIZABETH O'DELL Exhibit 10.3 June 5, 2003 Ms. Elizabeth O'Dell 53 Avon Drive Essex Fells, New Jersey 07021 Dear Liz: 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 October 21, 2000 (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/ Elizabeth O'Dell - --------------------