Amendment to Key Employment Agreement between Tercica, Inc. and Ross G. Clark (June 20, 2008)
This amendment, addressed to Ross G. Clark, modifies his employment agreement with Tercica, Inc. If Dr. Clark's employment ends due to his death before the completion of Tercica's proposed merger with Ipsen, S.A., his unvested stock options and restricted stock units will not immediately expire. Instead, if the merger is completed before the original expiration date of his vested options, these unvested awards will fully vest just before the merger. If the merger does not occur by that date, the unvested awards will expire. All other terms remain unchanged.
Exhibit 10.9(b)(b)
June 20, 2008
Ross G. Clark, Ph.D.
c/o Tercica, Inc.
2000 Sierra Point Parkway
Suite 400
Brisbane, CA 94005
Dear Ross:
In appreciation for all of your efforts on behalf of Tercica, Inc., the Compensation Committee of the Board of Directors of Tercica, Inc. has approved an amendment pertaining to all of your currently outstanding unvested Tercica stock options and restricted stock units.
Notwithstanding anything to the contrary in your Tercica employment agreement, Tercica’s stock plans, or the forms of award agreements covering your currently outstanding Tercica stock options and restricted stock units (collectively, your “Equity Awards”), if your employment with Tercica terminates due to your death prior to the effective date of the proposed merger of Tercica with Ipsen, S.A. and its affiliated entities pursuant to the merger agreement between the parties dated June 4, 2008 (the “Transaction”), then your Equity Awards that remain unvested at your death (the “Unvested Awards”) will not automatically expire at such time, but, instead, if the Transaction becomes effective on or before the latest date your vested Tercica stock options would otherwise expire under the original terms of your applicable option agreements as a result of the termination of your employment due to your death (the “Extended Expiration Date”), then your Unvested Awards will be fully vested effective immediately prior to the effective date of the Transaction. If the Transaction does not become effective on or before the Extended Expiration Date, your Unvested Awards will expire on the Extended Expiration Date. All other terms and conditions of your Equity Awards remain unaffected by this amendment.
| Thank you again for all of your efforts, |
| /s/ Stephen N. Rosenfield |
| Stephen N. Rosenfield Executive Vice President of Legal Affairs; General Counsel & Secretary |
| Cc: | John Scarlett |
| Bill Yates |
| Lori Urushima |
