SECOND AMENDMENT TO CONSULTING AGREEMENT
Exhibit
10.1
SECOND
AMENDMENT TO CONSULTING AGREEMENT
This
Second Amendment to Consulting Agreement (this “Amendment”)
is
made as of this 17 day of July, 2008 by and between MODIGENE INC., a Nevada
corporation (the “Company”),
and
Xxxx Xxxxxx (“Executive”),
and
amends that certain Consulting Agreement, dated January 1, 2007, between
Modigene Inc., a Delaware corporation (“Modigene
DE”),
and
Executive, as amended by that certain First Amendment to Consulting Agreement,
dated February 29, 2008 between Employer and Executive (the “First
Amendment”)
(as
amended, restated, supplemented or modified from time to time, the “2007
Agreement”).
RECITALS:
A. On
May
10, 2007, Modigene DE assigned to the Company, and the Company assumed, all
obligations of Modigene DE under the 2005 Agreement and the Company thereby
became the “Company” under the 2005 Agreement.
A. The
parties desire to modify certain provisions of the 2007 Agreement concerning
the
Executive’s compensation.
B. Pursuant
to Section 11 of the 2007 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 2007
Agreement:
AGREEMENT:
1. Amendment
to Section 1.
The
first three sentences of Section 1 of the First Amendment are hereby deleted
and
replaced with the following three sentences:
“
In
consideration for any services to be provided under Section 2, the Company
shall
pay to the Consultant an annual consulting fee of Two Hundred and Fifteen
Thousand U.S. Dollars ($215,000.00) plus V.A.T (if applicable); effective
January 1, 2008, and payable in equal monthly installments on the first of
each
month upon providing the Company with an invoice. Payments will be in Israeli
Shekels (IS) according to IS-US$ exchange rate of 3.86 IS/US$. Consultant shall
be eligible to receive an annual cash bonus up to $60,000, as determined by
the
Board, payable within 30 days after the end of the fiscal year of Company,
which
shall be based upon performance criteria established by the Board, and bonus
payment will be in Israeli Shekels (IS) according to IS-US$ exchange rate of
3.86 IS/US$.”
2. Effectiveness.
The
amendments to the 2007 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.
3. The
Agreement.
All
references in the 2007 Agreement to the term “Agreement” shall be deemed to
refer to the 2007 Agreement referenced in, and as amended by, this
Amendment.
4. Amendment
and 2007 Agreement to be Read Together.
This
Amendment amends and is part of the 2007 Agreement, and the 2007 Agreement
and
this Amendment shall henceforth be read together and shall constitute the
Agreement. Except as otherwise set forth herein, the 2007 Agreement shall remain
in full force and effect.
5. Headings.
Headings used in this Amendment are for convenience only and shall not affect
the construction or interpretation of the 2007 Agreement or this
Amendment.
6. 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]
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and
year first written above.
| COMPANY: | CONSULTANT: | ||||||
| MODIGENE INC. | |||||||
| By: | |||||||
| Name: |
Xxxx
Xxxxxx
|
||||||
| Titles | |||||||
|
|
|
||||||
| Notice Address: | |||||||
S-1
