EXHIBIT 10.5
AMENDMENT NO. 1 TO
CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT (this
Amendment") is made and entered into as of March 18, 2005, by and between CTI
Molecular Imaging, Inc. (the "Company") and R. Xxxxxxx Xxxxxx ("Executive") and
amends that certain Change in Control Agreement, dated as of December 17, 2002,
by and between the Company and Executive (the "Agreement").
PREAMBLE:
WHEREAS, pursuant to Section 13(a) thereof, the Agreement may
be amended or modified only by a written agreement executed by the parties
thereto or their respective successors and legal representatives; and
WHEREAS, the Board of Directors of the Company (the "Board")
has determined that it is in the best interests of the Company and its
stockholders to amend the Agreement in further pursuit of obtaining the
assurance that the Company will have the continued dedication of Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control of
the Company;
NOW, THEREFORE, in consideration of the agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The Agreement is amended by amending and restating
the last sentence in Section 13(f) in its entirety as follows:
"(f) Except as otherwise provided herein, from and after
the Effective Date, this Agreement shall supersede any other agreement
between the parties with respect to the subject matter hereof."
2. Section 13 of the Agreement is amended by renumbering
it as Section 14.
3. Section 13 of the Agreement is amended by adding the
following:
"13. Effect on Letter Agreement
Effective as of the Effective Date, the provisions of the
Letter Agreement dated as of August 2, 2002, by and between the Company
and the Executive relating to the Executive's competition and
solicitation restrictions shall apply."
4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
1
5. Capitalized terms used but not defined in this
Amendment shall have the meaning assigned to them in the Agreement.
6. Regardless of any conflict of law or choice of law
principles that might otherwise apply, the parties agree that this Amendment
shall be governed by and construed in all respects in accordance with the laws
of the State of Delaware.
7. Except as specifically set forth in this Amendment,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and Executive have caused this
Amendment to be duly executed and delivered, as of the day and year first above
written.
EXECUTIVE:
By: /s/ R. Xxxxxxx Xxxxxx
----------------------------------
R. Xxxxxxx Xxxxxx
THE COMPANY:
CTI MOLECULAR IMAGING, INC.
By: /s/ Xxxxxx Xxxx, Ph.D.
----------------------------------
Name: Xxxxxx Xxxx, Ph.D.
Title: President & CEO
2
