EXHIBIT 10.29
VION PHARMACEUTICALS, INC.
4 SCIENCE PARK
NEW HAVEN, CT 06511
January 11, 1999
Alan Kessman
11 Hedgerow Lane
Greenwich, CT 06831
PS Capital LLC
11 Hedgerow Lane
Greenwich, CT 06831
Attn: Alan Kessman
Re: Retention of Alan Kessman as Chief Executive Officer Gentlemen:
This serves to confirm that Alan Kessman has agreed to act as Chief Executive Officer of Vion Pharmaceuticals,
Inc. (the "Company") on the terms set forth herein for at least six months from the date hereof with any longer
term to be mutually agreed upon by the parties. The Company shall compensate Mr. Kessman for his services as
such directly as follows:
o Options to purchase 220,000 shares of Common Stock of the Company at the market price in accordance
with the terms of the Company's Senior Executive Stock Option Plan (the "Plan"); provided, such option shall
vest in full six months from the date of grant and such options shall not be terminable if Mr. Kessman is no longer
acting as Chief Executive Officer of the Company. o Options to purchase 760,000 shares of Common Stock of
the Company at a 10% premium to the market price as defined in the Plan, such options to vest 25% on July 11,
2000, 50% to vest on July 11, 2001, 75% to vest on July 11, 2002 and 100% to vest on July 11, 2003 and
otherwise in accordance with standard terms and conditions of options granted to Company management.
In further consideration of allowing for the provision of Mr. Kessman's services to the Company, the Company
agrees to compensate PS Capital LLC ("PSC") as follows:
o $25,000 per month in cash.
The parties currently contemplate that Mr. Kessman will provide consulting services to the Company after the
conclusion of his service as Chief Executive Officer and that 160,000 shares of the 760,000 share option grant
set forth above shall survive as part of the compensation for such consulting services; provided, that the foregoing
is merely a statement of intent and the foregoing sentence is subject to execution