FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
FIFTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This
Fifth Amendment to Employment Agreement (this “Amendment”) is made as of this
1 day of January, 2011 by and between PROLOR Biotech, INC., a Nevada corporation
(“Employer”), and XXXX
XXXXX (“Executive”), and
amends that certain Employment Agreement, dated December 14, 2005, between
Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive,
as amended by that certain First Amendment to Employment Agreement, dated July
27, 2006 between Modigene DE and Executive (the “First Amendment”), and as
amended by that certain Second Amendment to Employment Agreement, dated February
29, 2008 between Employer and Executive (the “Second Amendment”), and as
amended by that certain Third Amendment to Employment Agreement, dated July 17,
2008 between Employer and Executive (the “Third Amendment”), and as
amended by that certain Fourth Amendment to Employment Agreement, dated January
24, 2010 between Employer and Executive (the “Fourth
Amendment”) (as amended, restated, supplemented or
modified from time to time, including pursuant to the First Amendment, Second
Amendment, Third Amendment and Fourth Amendment the “2005 Agreement”).
RECITALS:
A. The
parties desire to modify certain provisions of the 2005 Agreement concerning the
termination of Executive’s employment and Executive’s compensation.
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 Second
Amendment:
AGREEMENT:
1. Amendment to Section
3(a). Section 3(a) of the 2005 Agreement is hereby deleted in
its entirety and replaced with the following Section 3(a):
“Executive
shall receive an aggregate annual minimum base salary at the rate of Two Hundred
and Ninety Thousand Dollars ($290,000) effective January 1, 2011, payable in
equal monthly installments of $24,166.67 or otherwise in accordance with the
regular payroll schedule of Employer (as the same may be increased, “Base Salary”). Effective June
1, 2008, payments will be in Israeli Shekels (IS) according to IS-US$ exchange
rate of 3.86 IS/US$.”
2. Revised Notification under
Israeli Law. In the event that the Base Salary set forth in
Section 3 of the 2005 Agreement is increased, 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.
3. Effectiveness. This
Amendment shall be deemed effective immediately upon the full execution hereof,
without any further action required by the parties hereto.
4. 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, each of the amendments set forth in the preamble to this
Amendment.
5. 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.
6. 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.
7. 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.
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EMPLOYER:
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EXECUTIVE:
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By:
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/s/ Xxxxxxx Xxxxxx
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/s/ Xxxx Xxxxx
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Name:
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Xxxxxxx
Xxxxxx
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Xxxx
Xxxxx
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Title:
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Chief
Executive Officer
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Notice
Address:
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