Change in Control Addendum between NABI and Thomas H. McLain (December 11, 2000)

Summary

This addendum is an agreement between NABI and Thomas H. McLain regarding compensation in the event of a change of control. It states that if Mr. McLain is eligible for compensation and benefits under both a Change of Control Severance Agreement and another employment or severance agreement, he will receive payment only under the agreement that provides the greater value, as determined by him, but not under both. This ensures there is no duplication of severance or change of control benefits.

EX-10.39 11 g67343ex10-39.txt CHANGE IN CONTROL ADDENDUM 1 EXHIBIT 10.39 NABI - -------------------------------------------------------------------------------- 5800 PARK OF COMMERCE BOULEVARD, N.W. BOCA RATON, FL 33487 EFFECTIVE AS OF DECEMBER 11, 2000 Mr. Thomas H. McLain 1617 SW 20th Avenue Boca Raton, FL 33486 Dear Tom: Reference is made to the letter agreement between you and the undersigned pursuant to which you will receive compensation and other benefits under certain circumstances in the event of a Change of Control as defined in such agreement (the "Change of Control Severance Agreement"). This will confirm that in the event you are entitled to receive compensation and other benefits under the Change of Control Severance Agreement and are entitled as well to receive severance or other benefits under an employment contact or other agreement, you shall be paid under whichever agreement provides the greatest value to you (as conclusively determined by you) but not under both agreements. Very truly yours, NABI By /s/ DAVID J. GURY ---------------------------- Name: David J. Gury Title: President and CEO Agreed: /s/ THOMAS H. MCLAIN - ----------------------------------- Name: Thomas H. McLain Title: Sr. VP Corporate Services and CFO