AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT
10.21
AMENDMENT
TO EMPLOYMENT AGREEMENT
This
Amendment to Employment Agreement (the “Amendment”), dated as of
January 2, 2010 is made between BioLineRx Ltd., which has a
place of business at 00 Xxxxxx Xxxxxx, X.X. Xxx 00000, Xxxxxxxxx 00000,
Xxxxxx (“BioLine”) and Xx. Xxxxxxxx Xxxxxxxx with an
address at 00 Xxxxxxxx Xxxxxx, Xxx Xxxx 00000 (the “Employee”).
WHEREAS,
the Employee and BioLine Innovations Jerusalem, L.P., a limited partnership
controlled by BioLine (“BIJ”) have entered into a
certain Engagement Offer dated October 13, 2004 (collectively the “Employment Agreement”), which
Employment Agreement replaced the previous Engagement Offer entered into between
BioLine and the Employee, dated May 6, 2004;
WHEREAS,
the Employee has been appointed by the Board of Directors of BioLine as Chief
Executive Officer of BioLine, effective as of January 2, 2010; and
WHEREAS,
as a result of the nomination the parties wish to amend certain provisions in
the Employment Agreement.
NOW
THEREFORE, the parties hereby agree as follows:
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1.
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The
Employee shall be promoted to the position of Chief Executive Officer of
BioLine commencing on January 2, 2010. Consequently, the Employment
Agreement shall be amended such that the Employee shall be employed by
BioLine, instead of by the General Partner of BIJ, and any reference in
the Employment Agreement to the term “Management Company” shall be
replaced with the term “BioLine”. Except as explicitly set forth below,
the change in the entity employing Employee shall not in any way derogate
from Employee’s rights in connection with Employee’s employment by BIJ
until January 2, 2010 and any such rights shall continue to accumulate
with Employee’s employment by
BioLine.
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2.
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The
preamble to the Employment Agreement shall be deleted in its entirety and
replaced with the following language: “This letter agreement (this
“Agreement”) sets forth the terms and
conditions concerning your employment by BioLineRx Ltd. (“BioLine”). Should you accept the
terms and conditions of this Agreement it shall constitute a binding
agreement by and between BioLine and
yourself.”
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3.
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Section
9 of the Employment Agreement shall be deleted in its entirety and
replaced with the following language: “BioLine shall pay or cause to
be paid to the Employee during the term of this Agreement a gross salary
in the amount of seventy thousand New Israeli Shekels (NIS 70,000 per
month (the “Salary”). The Salary will be paid no
later then the 9th day of each calendar month
after the month for which the Salary is paid, after deduction of any and
all taxes and charges applicable to Employee, as may be in effect or which
may hereafter be enacted or required by law. Employee shall notify BioLine
of any change which may affect Employee’s tax
liability.”
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4.
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Section
12 of the Employment Agreement shall be deleted in its entirety and
replaced with the following language: “Vacation. During the term of the
employment, Employee shall be entitled to vacation in the number of twenty
(20) working days per year, as adjusted in accordance with applicable
law. A “working day” shall mean Sunday to Thursday inclusive,
and the use of said vacation days will be coordinated with BioLine.
Employee shall be entitled to accumulation and redemption of vacation days
in accordance with BioLine’s employees’ handbook, which may be amended
from time to time in BioLine’s sole
discretion.”
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5.
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Section
14 of the Employment Agreement shall be deleted in its entirety and
replaced with the following language “In addition to any previous
grant of options to Employee, and subject to the approval of the BioLine
Board of Directors, Employee shall be granted five hundred thousand
(500,000) options to purchase Ordinary Shares par value NIS 0.01 each of
BioLine, to be granted pursuant to, and in accordance with, the terms and
conditions of the share option plan adopted by
BioLine.”
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6.
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Section
15 of the Employment Agreement shall be deleted in its entirety and
replaced with the following language: “Automobile. For purposes of performance
of Employee’s duties and tasks, and during the Employment Period, BioLine
shall make available to Employee a company vehicle, leased or owned by
BioLine of a type to be elected by BioLine, in accordance with its
policies which may be amended from time to time (the “Company
Car”). Employee
shall use the Company Car in accordance with BioLine’s car policy then in
effect, as well as the requirements of the leasing company and the
insurance company. BioLine shall bear the cost of maintenance and repairs,
and any insurance deductibles for the Company Car, in accordance with its
policies and the Car Agreement which will be signed between Employee and
BioLine. Employee shall be liable for paying for fuel, as well as any
parking and/or traffic fines received in connection herewith, and for any
damages and expenses in case of negligent use of the Company Car and/or
use of the Company Car not in accordance with BioLine’s applicable
policies. All taxes arising out of the use of the Company Car shall be
borne by Employee, and Employee acknowledges that such taxes will be
withheld from Employee’s salary as required by law. Employee
further acknowledges that the tax treatment of the benefit through use of
the Company Car is subject to change, and any economic impact resulting
from such changes will be in Employee’s sole responsibility .For the
avoidance of doubt, Employee agrees and confirms that the cost of the
leasing and/or the cost of the use of the Company Car shall not constitute
a component of Employee’s Salary, including with regard to social benefits
and/or any other right to which Employee is entitled by virtue of this
Agreement or under law. The Employee shall be required to follow rules and
regulations as to the usage of the Company Car as described in the
“Company Car Lease Agreement” or “Car Addendum” provided to the Employee
prior to receipt of the Company Car. The Company Car will remain in
BioLine’s ownership, and will be returned to BioLine immediately upon
termination of Employee’s employment with BioLine for any reason, as of
the date of termination. The Employee shall not be entitled to use a
Company Car during unpaid leaves or absences, unless specifically approved
by BioLine in writing.”
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7.
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Except
as explicitly set forth in this Amendment, the terms of the Employment
Agreement shall remain in full force and
effect.
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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
duly authorized representatives as of the date first written above.
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Xx.
Xxxxxxxx Xxxxxxxx
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By:
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/s/
Xxxxxx Xxxxxx
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By:
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/s/
Xxxxxxxx Xxxxxxxx
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| Name: |
XXXXXX XXXXXX
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Name: |
XXXXXXXX XXXXXXXX
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| Title: |
Chief Financial Officer
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