EXHIBIT 10.13
AMENDED EMPLOYMENT AGREEMENT
AND AMENDED STOCK OPTION AGREEMENT
THIS AMENDED EMPLOYMENT AGREEMENT and AMENDED STOCK OPTION AGREEMENT is
made this 30th day of September 2004 (the "Agreement"), between Chemokine
Therapeutics Corp. a Delaware Corporation and its wholly owned subsidiary
Chemokine Therapeutics (B.C.) Corp. a B.C. Corporation (collectively the
"Company"), and Xx. Xxxxxx Xxxxxx (the "Employee or the Executive").
RECITALS
A. The Executive entered into an Employment Agreement with the Company
on April 1st, 2004 (the "Employment Agreement") and a Stock Option
Agreement with the Company on May 7th, 2004 (the "Stock Option
Agreement").
B. The Executive wishes to voluntarily reduce his entitlement to cash
compensation upon termination by the Company without cause, or
termination upon a Company reorganization, merger or sale.
C. The Employee wishes to have the Company cancel 250,000 options
granted under the May 7th, Stock Option Plan.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties agree as follows:
1. Provision 5.2 "Termination or Discharge by Company". If the Company
terminates the Executive's engagement without cause or advance
notice as described in Provision 5.2 "Termination of Discharge by
the Company" of the Employment Agreement, then the Executive will be
paid a lump sum equal to Executive's then-current base cash
compensation for a period of two (2) years.
2. Provision 7.0 "Termination upon Company Reorganization, Merger or
Sale". If the Company terminates the Executive's engagement as per
Provision 7.0 "Termination Upon Company Reorganization, Merger or
Sale" of the Employment Agreement, then the Company will pay the
Executive, a lump sum equal to Executive's then-current base cash
compensation for a period of two (2) years.
3. All other provisions within the Employment Agreement will remain in
force.
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4. The Executive voluntarily surrenders 250,000 stock options granted
under the Stock Option Agreement, effective May 7th, 2004, reducing
the total number outstanding from 1,000,000 to 750,000 stock
options.
5. All other provisions within the Stock Option Agreement will remain
in force.
IN THE WITNESS WHEREOF, the parties have duly signed and delivered this
Agreement as of the day and year first above written.
COMPANY
CHEMOKINE THERAPEUTICS CORP.
/s/ Xxxxxxx Xxxxxx
On behalf of the Board of Directors
Name: Xxxxxxx Xxxxxx, Director, Chair of Executive Compensation Committee
EXECUTIVE (Employee)
/s/ Xxxxxx Xxxxxx
Xx. Xxxxxx Xxxxxx
Chairman, President & CEO
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