FORM OF [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT
THIS [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT (this "Agreement") is entered into by
and between CancerVax Corporation, a Delaware corporation (the "Company"), and _________ ("Executive"),
and shall be effective as of ___________, ____ (the "Effective Date").
[WHEREAS, the Company and Executive desire to amend and restate that certain Employment Agreement
dated as of ___________, ____, between the Company and Executive (the "Original Agreement"), to provide
Executive with enhanced severance benefits in the event of a qualifying termination of Executive's employment.]
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
(a) Board. "Board" means the Board of Directors of the Company.
(b) Bonus. "Bonus" means an amount equal to the average of the bonuses awarded to Executive for each of the
three (3) fiscal years prior to the date of termination, or such lesser number of years as may be applicable if
Executive has not been employed for three (3) full years on the date of termination. For purposes of determining
Executive's "Bonus," to the extent Executive received no bonus in a year due to a failure to meet the applicable
performance objectives, such year will still be taken into account (using zero
(0) as the applicable bonus) in determining Executive's "Bonus" for purposes of
Section 5. If any portion of the bonuses awarded to Executive consisted of securities or other property, the fair
market value thereof shall be determined in good faith by the Board.
(c) Cause. "Cause" means any of the following:
(i) the commission of an act of fraud, embezzlement or dishonesty by Executive that has a material adverse impact
on the Company or any successor or affiliate thereof;
(ii) a conviction of, or plea of "guilty" or "no contest" to, a felony by Executive;
(iii) any unautho