Exhibit 10.12
THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this "Amendment"), effective
as of June 1, 2001 (the "Effective Date") is entered into by and between XXXX X.
XXXXXX, residing at 00000 Xxxxxx Xxx Xxxxx, Xxxxxxx Xxxxxx, XX 00000
("Executive") and TRINITY MEDICAL GROUP USA, INC., a Florida corporation
("Trinity USA"), with respect to the following facts.
RECITALS
A. Xxxx X. Xxxxxx and Trinity Medical Group USA, Inc. entered
into the Employment Agreement (the "Agreement") dated as of September 5, 2000.
B. The parties now desire to amend the Agreement on the terms and
conditions set forth below. NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants set forth below, the parties amend the
Agreement and otherwise agree as follows:
ARTICLE 1
AMENDMENT
1.1 Section 10 of the Agreement shall be deleted in its entirety and
restated to read as follows:
10. STOCK AND OPTION AWARDS
Executive shall be granted non-statutory stock options to purchase an
aggregate of 50,000 shares of Common Stock of the Company at the lower of an
exercise price of $4.00 per share or the close price of the Company's common
stock as of the date of this agreement, with the following vesting schedule:
- October 1, 2000, 10,000 options shall vest
- After each financial quarter close beginning December 31, 2000 through June
30, 2001, 10,000 options shall vest
- September 5, 2001, the balance of the 50,000 shares described above,
specifically 10,000 options shall vest.
In addition, in connection with this Agreement, Executive shall be
granted 50,000 incentive stock options, if so available under a future stock
option plan, each subsequent one year anniversary date from the effective date.
Such options shall have an exercise price equal to the fair value of the
Company's common stock at the date of grant and vest ratably over three years on
each anniversary of the Effective Date commencing on September 5, 2001. If no
such incentive stock options exist as of any of the anniversary dates, then
non-statutory stock options to purchase and aggregate of 50,000 shares of Common
Stock of the Company shall be granted to Executive with an exercise price equal
to the fair value of the Company's common stock at the date of grant, all of
which options shall vest ratably over two years on each anniversary of the
Effective Date commencing on September 5, 2001.
In addition, if the closing price of the Company's Common Stock, as
quoted on the Nasdaq Bulletin Board (or other Nasdaq stock market or national
stock exchange, including Over The Counter Bulletin Board or National Quotation
Service Pink Sheets), is 4 times or higher than the weighted average exercise
price of previously awarded options, for 10 consecutive trading days, all of
Executive's stock options shall be immediately vested. All of the Executives
options shall also immediately vest if, during the term of this Agreement, the
Company signs a Letter of Intent, or similar agreement, to merge with another
company, to sell its common stock, its assets or licensing rights it has or will
have related to the drug therapy Remune. If during the term of this Agreement
the Company signs a Letter of Intent, or similar agreement, to merge with
another company, to sell its common stock, its assets or licensing rights it has
or will have related to the drug therapy Remune, the Executive shall immediately
receive 100,000 shares of the Company's common stock at no cost to the
Executive. All of Executive's stock options referred to herein shall expire on
September 5, 2010. The Company agrees to file a registration statement covering
all of the stock options referred to herein on Form S-8 or similar registration
statement on or before December 31, 2000.
10.2 Executive shall be considered for additional grants of options,
stock appreciation rights, phantom stock rights, and any similar option or
securities or equity compensation when and as such grants are considered for
other executives or employees of the Company.
10.3 In the event of termination of Executive's employment as set forth
in Section 3.4, all Options, any other option or equity-based incentives
subsequently granted, or any deferred or incentive compensation programs shall
immediately vest.
1.2 Section 26 shall be added to the Agreement as follows:
This Agreement may be assigned by the Company to any successor interest
to its business as per conditions set forth in this section. This Agreement
shall bind and inure to the benefit of the Company's successors and assigns as
well. In the event the Company ownership substantially changes, as defined by
ownership of more than 50% plus one share of common stock exchanged, Executive
must be compensated an additional two years of salary in one payment due at the
close of the stock transaction or Board assignment wherein transfer of control,
and thus, succession, has occurred, or as amended to this Agreement that term of
this Agreement is extended for an additional three years.
ARTICLE 2
MISCELLANEOUS
2.1 Defined Terms. All terms used, but not defined, in this Amendment
shall have the respective meanings set forth in the Agreement.
2.2 Continuing Effect. This Amendment shall be effective for all
purposes as of the Effective Date. Except as otherwise expressly modified by
this Amendment, the Agreement shall remain in full force and effect in
accordance with its terms.
2.3 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
conflicts of law, principles thereof, and shall not be governed by the United
Nations Convention on Contracts for the International Sale of Goods.
2.4 Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed to be an original and together shall be deemed to be
one and the same document.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment effective as of the Effective Date.
THE COMPANY: EXECUTIVE:
TRINITY MEDICAL GROUP USA, INC.
By:
/s/ Xxxxx Xxxxxxx /s/ Xxxx X. Xxxxxx
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Xx. Xxxxx Xxxxxxx, CEO Xxxx X. Xxxxxx, CPA
Executive V.P.- Finance, Chief
Financial Officer, Treasurer
/s/ Xxxx Xxxxxxxxxxxxxx
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Xx. Xxxx Xxxxxxxxxxxxxx, President
/s/ Xxxxxxxxx Xxxxxxx
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Xxxxxxxxx Xxxxxxx, Secretary
