Exhibit 10.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is
entered into between MicroIslet, Inc., a Nevada corporation (the "Company"), and
Xxxxx X. Xxxxx III, M.D., Ph.D. ("Executive").
Background
The Company and Executive entered into an Employment Agreement on
January 20, 2006, which agreement was amended by that certain Amendment to
Employment Agreement dated January 17, 2007 (as amended, the "Agreement"). The
Company and Executive desire to further amend the Agreement, as set forth in
this Amendment, to revise the base salary paid to Executive by the Company.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficient of which are hereby acknowledged, the parties agree as follows:
1. Amendment of Section 2.1. Section 2.1 of the Agreement is hereby
amended, effective May 16, 2007, to read in its entirety as follows:
"2.1 Base Salary and Adjustments. Your base salary will be at a rate of
$400,000 per year (the "Base Salary"), less payroll deductions and
required withholdings, paid according to the Company's regular payroll
schedule and procedures."
2. Amendment of Section 5.6. The following is hereby appended to the
end of Section 5.6 of the Agreement:
"Notwithstanding the foregoing, in no event shall the Severance Payment
under this Section 5.6 exceed two times the lesser of (i) your
annualized compensation for the taxable year preceding your
termination; or (ii) the maximum amount that may be taken into account
under a qualified plan pursuant to Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended, for the year in which the Company
terminates your employment."
3. Miscellaneous. Except as amended by this Amendment, the Agreement
will otherwise remain in full force and effect. Any further amendment to the
Agreement or this Amendment will require the prior written consent of both the
Company and Executive. This Amendment will be governed by and construed under
the laws of the State of California, without regard to its conflicts of laws
provisions. This Amendment may be executed in two or more original, facsimile or
..PDF counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
[Signature page follows.]
IN WITNESS OF WHICH, the Company and Executive have executed this
Amendment as of the dates set forth below.
DATE: May 10, 2007 MicroIslet, Inc.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx Xxxxxxx
Interim Chief Financial Officer
DATE: May 10, 2007 Xxxxx X. Xxxxx III
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Xxxxx X. Xxxxx III, M.D., Ph.D.
