FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.8
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
This
First Amendment to Employment Agreement (this “Amendment”)
is
made as of this ___ day of July, 2006 by and between MODIGENE INC., a Delaware
corporation (“Employer”),
and
XXXX XXXXX (“Executive”),
and
amends that certain Employment Agreement, dated December 14, 2005, between
Employer and Executive (as amended, restated, supplemented or modified from
time
to time, the “2005
Agreement”).
RECITALS:
A. The
parties desire to modify certain provisions of the 2005 Agreement concerning
the
termination of Executive’s employment, Executive’s compensation, severance and
responsibilities.
B. Pursuant
to Section 7(b) of the 2005 Agreement, the parties desire to enter into this
Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to the following amendments to the 2005
Agreement:
AGREEMENT:
1. Amendment
to Section 2.
The
second to the last sentence of Section 2 of the 2005 Agreement is hereby
deleted and replaced with the following :
"Executive's
duties and authority shall consist of and include all duties and authority
customarily performed and held by persons holding equivalent positions with
business organizations similar in nature and size to Employer, including but
not
limited to being an active spokesman for the Company and its products, as such
duties and authority are reasonably defined, modified and delegated from time
to
time by the Board."
2. Amendment
to Section 3(a).
The
first sentence of Section 3(a) of the 2005 Agreement is hereby deleted and
replaced with the following two sentences:
Executive
shall receive an aggregate annual minimum base salary at the rate of One Hundred
and Ninety-Five Thousand Dollars ($195,000) payable in equal monthly
installments of $16,250 or otherwise in accordance with the regular payroll
schedule of Employer (as the same may be increased, “Base
Salary”).
Effective and conditioned upon the closing of a funding into Employer of not
less than $7,000,000 in gross proceeds, the Base Salary shall be increased
as of
such closing to an aggregate annual minimum base salary at the rate of Two
Hundred Five Thousand Dollars ($205,000) payable in equal monthly installments
of $17,083.33 or otherwise in accordance with the regular payroll schedule
of
Employer.”
3. Amendment
to Section 5(a).
The
first three sentences of Section 5(a) of the 2005 Agreement shall be deleted
in
their entirety and replaced with the following:
If
Executive voluntarily terminates his employment under this Agreement prior
to
the expiration date of the applicable Term, other than pursuant to Section
5(f)
(Change of Control), then Employer shall only be required to pay Executive
such
Base Salary, accrued vacation and unpaid expenses as shall have accrued through
the effective date of such termination and the Signing Bonus (to the extent
not
previously paid), and Employer shall not be obligated to pay any Performance
Bonus for the then current fiscal year of Employer, or have any further
obligations to Executive. Executive shall provide Employer a 30-day notice
prior
to such voluntary termination. If the Term expires (including after any
Automatic Extension) as the result of Employer delivering notice under Section
1
of Employer’s desire not to extend the Term, then Employer shall continue to pay
Executive his Base Salary for the 12-month period following such expiration
of
the Term, together with accrued vacation and unpaid expenses as shall have
accrued through the expiration date of the Term and the Signing Bonus (to the
extent not previously paid). If the Term expires (including after any Automatic
Extension) as the result of Executive delivering notice under Section 1 of
Executive’s desire not to extend the Term, then Employer shall only be required
to pay Executive such Base Salary, accrued vacation and unpaid expenses as
shall
have accrued through the effective date of such termination and the Signing
Bonus (to the extent not previously paid). If the Term expires (including after
any Automatic Extension), regardless of whether as the result of Executive
or
Employer delivering notice under Section 1 of his or its desire not to extend
the Term, Employer shall be obligated to pay the Performance Bonus (as
determined by Section 3 above), if any, for the then current fiscal year of
Employer.
4. Amendment
to Section 5(b).
The
words “nine-month period” in each of the first and second sentences of Section
5(b) of the 2005 Agreement shall be replaced with the words “12-month
period”.
5. Amendment
to Section 5(f)(i).
The
words “nine months” in the first sentence of Section 5(f)(i) of the 2005
Agreement shall be replaced with the words “twelve months”.
6. Revised
Notification under Israeli Law.
In the
event that the Base Salary is increased pursuant to Section 1 of this Amendment,
Employer agrees to deliver to Employee, and both parties agree to sign, a
revised Notification to Employee of Employment Conditions (in the form attached
to the 2005 Agreement), reflecting such increase.
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7. Effectiveness.
The
amendments to the 2005 Agreement contemplated by this Amendment shall be deemed
effective immediately upon the full execution of this Amendment, without any
further action required by the parties hereto.
8. The
Agreement.
All
references in the 2005 Agreement to the term “Agreement” shall be deemed to
refer to the 2005 Agreement referenced in, and as amended by, this
Amendment.
9. Amendment
and 2005 Agreement to be Read Together.
This
Amendment amends and is part of the 2005 Agreement, and the 2005 Agreement
and
this Amendment shall henceforth be read together and shall constitute the
Agreement. Except as otherwise set forth herein, the 2005 Agreement shall remain
in full force and effect.
10. Headings.
Headings used in this Amendment are for convenience only and shall not affect
the construction or interpretation of the 2005 Agreement or this
Amendment.
11. Counterparts.
This
Amendment may be executed by facsimile and in one or more counterparts, each
of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
[The
Remainder of this Page is Intentionally Left Blank]
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and
year first written above.
EMPLOYER:
|
EXECUTIVE:
|
||
By:
/s/
Xxxx Xxxxxx
|
/s/
Xxxx Xxxxx
|
||
Name:
Xxxx
Xxxxxx
|
Xxxx
Xxxxx
|
||
Title:
CEO
|
Notice
Address:
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||
___________________________________________ | |||
___________________________________________ | |||
___________________________________________ |
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