AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of April
1, 2009 (the “Effective
Date”), is entered into by and between NuRx Pharmaceuticals, Inc.,
formerly Quest Group International, Inc., a Nevada corporation (the “Company”), and Xxxxx
Xxxxx-Xxxxxx (“Executive”, and together with
the Company, the “Parties”). All capitalized terms used, but not
specifically defined herein, shall have the meaning provided for such terms in
the Original Agreement (as defined below).
RECITALS
WHEREAS,
the Company (under its former name Quest Group International) and the Executive
previously entered into that certain Employment Agreement, dated May 31, 2007
(the “Original
Agreement”); and
WHEREAS,
the Parties wish to amend certain terms of the Original Agreement pursuant to
and in accordance with Section 6.6 of the Original Agreement, as provided
herein.
NOW,
THEREFORE, the Parties, in furtherance of the foregoing and for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, intending to be legally bound, agree as follows:
1. As of the
Effective Date, Section 1.1 of the Original Agreement shall be deleted in its
entirety and the following shall be inserted in its place and
stead:
“1.1 Employment. Upon the
terms and conditions hereinafter set forth, the Company hereby employs
Executive, and Executive hereby accepts employment, to serve as Chief Executive
Officer of the Company, commencing May 31, 2007 (the “Commencement
Date”). Executive’s employment shall be “at will” and may be
terminated at any time by the Company or the Executive, with or without
cause. The period during which Executive’s employment continues in
effect shall be referred to herein as the “Term”.”
2. As of the
Effective Date, Sections 4.1 and 4.1.1 of the Original Agreement shall be
deleted in their entirety and the following shall be inserted in their place and
stead:
“4.1 Termination.
Executive’s employment pursuant to this Agreement shall terminate upon delivery
of written notice of termination by either Party to the other
Party.”
3. As of the
Effective Date, Sections 4.2 and 4.2.1 of the Original Agreement shall be
deleted in its entirety and the following shall be inserted in its place and
stead:
“4.2 Effect of
Termination. Executive acknowledges that in the event of
termination of his employment, Executive shall not be entitled to any severance
or other compensation from the Company, except for earned and unpaid
wages. Without limitation on the generality of the foregoing, this
Section supersedes any plan or policy of the Company that provides for severance
to its officers or employees, and Executive shall not be entitled to any
benefits under any such plan or policy.”
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4. As of the
Effective Date, the following phrase in Section 4.3.1 of the Original Agreement
shall be deleted: “in the context of a basis for
termination of Executive’s employment with the Company”
5. As of the
Effective Date, the following phrase in Section 4.3.2 of the Original Agreement
shall be deleted: “giving rise to Executive’s right to
terminate this Agreement”
6. As of the
Effective Date, Section 4.4 of the Original Agreement shall be deleted in its
entirety.
7. All other
terms and conditions of the Original Agreement shall remain unchanged and in
full force and effect.
8. This
Amendment shall not constitute a waiver or modification of any of the Parties’
respective rights and remedies or of any of the terms, conditions, warranties,
representations, or covenants contained in the Original Agreement, except as
specifically set forth above, and each Party hereby reserves all of its rights
and remedies pursuant to the Original Agreement and applicable law.
9. This
Amendment may be executed in counterparts, each of which, when taken together,
shall be deemed to be one and the same instrument. This Amendment, to
the extent signed and delivered by means of a facsimile machine or PDF
attachment to electronic mail, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered
in person.
[Signature
Pages Follow]
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IN WITNESS HEREOF, the parties have
read and agree to be bound by the above terms and conditions and have entered
into this Amendment to Employment Agreement as of the Effective Date set forth
above.
By: /s/ Xxxx
Xxxxx
Name:
Xxxx
Xxxxx
Title:
Executive
Chairman
Xxxxx
Xxxxx-Xxxxxx
/s/ Xxxxx
Xxxxx-Xxxxxx
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