SECOND AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (“Amendment”) by and between AVANT Immunotherapeutics, Inc., a Delaware corporation
(f/k/a “T Cell Sciences, Inc.,” the “Company”) and Una S. Ryan, Ph.D. (the “Executive”), is dated as of
September 18, 2003.
WHEREAS, the Company and the Executive entered into an Employment Agreement as of May 28,
1996 (the “Original Agreement”);
WHEREAS, the Company and the Executive entered into an Amended and Restated Employment
Agreement as of August 20, 1998 (the “Employment Agreement”), which Employment Agreement amended,
restated and superseded the Original Agreement;
WHEREAS, the Employment Agreement was amended by the First Amendment to the Amended and
Restated Employment Agreement dated December 23, 2002; and
WHEREAS, the parties agree to further amend certain provisions of the Employment Agreement in
accordance with Section 19 thereof.
NOW, THEREFORE, the Company and the Executive, each intending to be legally bound hereby, do
mutually covenant and agree as follows:
1. Section 6(f) of the Employment Agreement is hereby amended by deleting said Section in its
entirety and substituting therefor the following:
“ f. Termination Benefits On or After Change in Control.
(i) In the event of termination of the Executive’s employment with the Company
pursuant to Section 6(c) or 6(d) above on or after a Change in Control, the Company shall pay
to the Executive an aggregate amount equal to (a) three (3) times the “base amount” (as defined
in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”))
applicable to the Executive, less (b) One Dollar ($1.00), payable in one lump sum in cash on the
date of such termination.
(ii) Anything in this