Preview | Executive Employment Agreement |

1.2 Duties and Location. Executive will serve in an executive capacity and will perform such duties as are customarily associated with his then current title, consistent with the certificate of incorporation and the bylaws of Company, and as required by the board of directors of Company (the Board), including, without limitation, the performance of activities as an officer of Company or Companys subsidiaries (including as a Vorstand of Companys subsidiary Micromet AG upon the appointment by Micromet AGs supervisory board). Executive will report directly to the Chief Executive Officer of Company and shall be subject to the direction of the CEO and to such limits upon Executives authority as the CEO may from time to time impose, provided that any obligations as Vorstand of Micromet AG will remain unaffected. In the event of the CEOs incapacity or unavailability, Executive shall be subject to the direction of the Board. Executives primary office location will be in the greater Munich metropolitan area. Company reserves the right to reasonably require Executive to perform his duties at places other than at his primary office location from time to time, and to require reasonable business travel. Upon termination of the employment pursuant to Section 7, Executive agrees to resign from all functions which he exercised or assumed on the basis of or in connection with Executives

employment by Company, including Executives position as Vorstand of Micromet AG, subject to any applicable legal requirements regarding such resignation.

1.3 Term. The term of this Agreement will commence on June 2, 2006 and will continue from that date until June 2, 2010 (the Initial Term), and will be extended automatically for consecutive one (1) year periods (each an Extension Term, and collectively with the Initial Term referred to herein as the Employment Term). If Company or Executive decides not to extend the Initial Term or any Extension Term, it or he may terminate this Agreement by providing written notice of termination in accordance with Section 7.2 or 7.4, respectively, and the terms of Section 7.2 or 7.4 will apply with respect to any such termination by Company or Executive, respectively. In addition, the Employment Term terminates upon termination of employment pursuant to Section 7 below.

1.4 Policies and Procedures. In addition to the terms of this Agreement, the employment relationship between the parties will be governed by the general employment policies and practices of Company, including those relating to protection of confidential information and assignment of inventions. If the terms of this Agreement differ from or are in conflict with Companys general employment policies or practices, this Agreement will control.

2. Compensation

2.1 Base Salary. For services rendered hereunder by Executive during the Employment Term, Executive will receive an annualized base salary of twohundredandthirtyseven thousand Euros (237,000) (the Base Salary), payable in accordance with Companys regular payroll schedule (but not less frequently than monthly), less any payroll withholding and deductions due on such salary in accordance with applicable law and Companys general employment policies or practices. Such Base Salary will be reviewed annually by the Compensation Committee of the Board and may be increased at its discretion. The Base Salary covers all overtime.

2.2 Bonus. Executive will participate in Companys Management Incentive Compensation Plan adopted by Company from time to time or in such other bonus plan as the Board may approve for the senior executive officers of Company. Except as otherwise provided in this Agreement, Executives participation in and benefits under any such plan will be on the terms and subject to the conditions specified in the governing document of the particular plan.

2.3 Equity Compensation. Executive will participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of Company, including, without limitation, Companys current Equity Incentive Award Plan. Except as otherwise provided in this Agreement, Executives participation in and benefits under any such plan will be on the terms and subject to the conditions specified in the governing document of the particular plan.

2.4 Acceleration of Vesting. The provisions concerning vesting pursuant to clauses (a), (b) and (c) of this Section 2.4 will be cumulative, and are hereby deemed to be a part of all stock options, restricted stock and such other awards granted pursuant to Companys stock option and equity incentive award plans or agreements and any shares of stock issued upon

exercise thereof (each a Stock Award) and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

(a) Subject to any additional acceleration of vesting and exercisability in connection with a Change of Control (as defined in subsection (d) below), fifty percent (50%) of Executives outstanding unvested Stock Awards will be automatically vested and exercisable on the date of first closing of any transaction or the stockholder vote resulting in such Change of Control.

(b) If Executives employment is terminated by Company without Cause, by Executive for Good Reason, or as a result of Executives death or Permanent Disability, Executives outstanding unvested Stock Awards that would have vested over the twelve (12) month period following the date of termination had Executive remained continuously employed by Company during such period, will be automatically vested and exercisable on the date of termination.

(c) If Executives employment is terminated by Company without Cause or by Executive for Good Reason within six (6) months prior to or twelve (12) months following a Change of Control, all of Executives outstanding unvested Stock Awards will be automatically vested and exercisable on the later of (i) the date of termination or (ii) the date of first closing of any transaction or the stockholder vote resulting in such Change of Control. If the employment is terminated prior to the Change of Control, Company will inform Executive in writing of any Change of Control occurring within six (6) months of such termination, and will offer to Executive any of Executives Stock Awards that had not vested at the time of termination.

(d) Change of Control means and includes each of the following events:

(i) the acquisition, directly or indirectly, by any person or group (as those terms are defined in Sections 3(a)(9), 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules thereunder) of beneficial ownership (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (Voting Securities) of Company that represent fifty percent (50%) or more of the combined voting power of Companys then outstanding Voting Securities, other than:

(1) an acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by Company or any person controlled by Company or by any employee benefit plan (or related trust) sponsored or maintained by Company or any person controlled by Company, or

(2) an acquisition of Voting Securities by Company or a corporation owned, directly or indirectly by the stockholders of Company in substantially the same proportions as their ownership of the stock of Company, or

(3) an acquisition of Voting Securities pursuant to a transaction described in clause (iii) below that would not be a Change of Control under clause (iii);

Provided, however, that notwithstanding the foregoing, the following event will not constitute an acquisition by any person or group for purposes of this subsection (i): an acquisition of Companys securities by Company (the Securities Repurchase) which causes Companys Voting Securities beneficially owned by a person or group to represent fifty percent (50%) or more of the combined voting power of Companys then outstanding Voting Securities, except that such Securities Repurchase will constitute a Change of Control if and when such person or group, after such Securities Repurchase, becomes the beneficial owner of any additional Voting Securities of Company;

(ii) if, during any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than any director designated by a person who has entered into an agreement with Company to effect a transaction described in clauses (i) or (iii) of this Section 2.4(d) whose election by the Board or nomination for election by Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2) year period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority thereof;

(iii) the consummation by Company (whether directly involving Company or indirectly involving Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Companys assets or (z) the acquisition of assets or stock of another entity, in each case other than:

(1) a transaction which results in Companys Voting Securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into Voting Securities of Company or the person that, as a result of the transaction, controls, directly or indirectly, Company or owns, directly or indirectly, all or substantially all of Companys assets or otherwise succeeds to the business of Company (Company or such person, the Successor Entity) directly or indirectly, at least a majority of the combined voting power of the Successor Entitys outstanding Voting Securities immediately after the transaction, and

(2) a transaction after which no person or group beneficially owns Voting Securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group will be treated for purposes of this clause (2) as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in Company prior to the consummation of the transaction.

2.5 Standard Company Benefits. Executive will be entitled to all rights and benefits for which he is eligible under the terms and conditions of the standard benefits and compensation practices which may be in effect from time to time and provided by Company to its

employees generally, as may be adopted, amended or discontinued in its discretion, consistent with then applicable law.

2.6 Business Expenses. Company will reimburse Executive for Company-related travel, entertainment and other expenses reasonably incurred by Executive on behalf of Company pursuant to Companys expense reimbursement policy for its employees.

3. Insurance and Indemnification

3.1 Disability and Life Insurance.

(a) Company will provide at Companys expense, and for the benefit of Executive and his designated beneficiaries, disability and life insurance for the duration of the Employment Term in the amount of at least 1,000,000.00 in the event of disability and at least 500,000.00 in the event of death, all as provided to Executive immediately prior to the effective date of this Agreement.

(b) Company will have the right to take out life, health, accident, key-man or other insurance covering Executive, in the name of Company and at Companys expense in any amount deemed appropriate by Company. Executive will assist Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies.

3.2 D&O Insurance. Company will obtain and maintain at Companys expense during the Employment Term and for six (6) years thereafter liability insurance for the directors and officers of Company (D&O insurance) in the amount of at least US$10 million.

3.3 Indemnification. Company and Executive will enter into a separate indemnification agreement, and Company will indemnify Executive in accordance with the terms of such agreement.

4. Vacation

Executive is entitled to an annual, paid vacation in accordance with Companys standard policies and as otherwise provided for senior executive officers, but in no event less than thirty (30) working days. Working days are all calendar days with the exception of Saturdays, Sundays and statutory holidays in the greater Munich metropolitan area. Executive will coordinate the date of vacation reasonably in advance with the other executive officers of Company, and the timing of such vacation will be subject to the prior approval of the Chief Executive Officer.

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