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EXHIBIT 10.18
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
DATED AUGUST 1, 1995
BY AND BETWEEN
XXXXXX SCIENCES, INC. AND XXX X. XXXXX
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT made as of May 1, 1996, by
and between XXXXXX SCIENCES, INC. ("Employer") and XXX X. XXXXX ("Employee").
WHEREAS, the Employer and Employee entered into an Employment
Agreement dated August 1, 1995 (the "Employment Agreement") which they now
wish to amend; and
WHEREAS, the Employer and Employee have entered into this First
Amendment to Employment Agreement with the purposes and intents of amending the
Employment Agreement effective as of the date hereof;
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Employer and Employee hereby
agree as follows:
1. The "period" at the end of Paragraph 3.B(6) shall be deleted
and in lieu thereof a semicolon and the word "or" shall be inserted.
2. A new Paragraph 3.B(7) shall be inserted which shall read as
follows:
"(7) Upon Employee's resignation at any time for the reason that
the working relationship between Employee and the Employer's CEO has
become impracticable and inconsistent with the best interests of the
Employer, with the concurrence of the Employer's Board of Directors in
its sole discretion, in which event Employee shall become eligible for
termination compensation in the amounts determined in Paragraph 4.C
below."
3. In the second line of Paragraph 4.C immediately following the
phrase "3.B(5)" and immediately preceding the phrase ", Employee" the phrase
"or 3.B(7)" shall be inserted.
4. At the end of Subparagraph 4.C(1)(b) the word "and" shall be
inserted following the semicolon.
5. In both Paragraphs 4.C(1) and 4.C(2), a new subparagraph (c)
shall be added which shall read as follows:
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"(c) the termination is pursuant to Paragraph 3.B(7), an
additional amount equal to the base compensation the Employee would have
received in the year of termination, contingent upon delivery of a duly
executed broad form of waiver and release releasing the Employer and Xxxxxxx
Xxxxxx from any and all debts, dues, liabilities and damages accrued or
suffered by Employee through the effective date of Employee's termination
(exclusive of the Employer's continuing obligations to Employee under this
Agreement), in form and substance acceptable to Employer"
and followed by a period in Paragraph 4.C(1) and a semicolon in Paragraph
4.C(2).
6. Subparagraph 4.C(2)(c) of the Agreement shall be redesignated
subparagraph "(d)."
7. Subparagraph 4.C(2)(d) of the Agreement shall be redesignated
subparagraph "(e)", the period at the end of said subparagraph shall be deleted,
and the phrase ", and" shall be inserted at the end of said subparagraph.
8. A new Subparagraph 4.C(2)(f) shall be added which shall read as
follows:
"(f) all benefits described in Paragraphs 5.B, 6.A, 6.B and
6.D hereof shall be continued for the remainder of the unexpired term hereof
as in effect on the effective date of such termination."
9. As of the date hereof, the Board has authorized the grant of
nonqualified stock options to Employee to acquire 45,000 shares of Employer's
common stock subject to the vesting and other terms and conditions established
by the Board in its resolutions on the date hereof regarding the grant of such
stock options. In the event of a change in control of Employer (as defined in
Paragraph 4.C of the Employment Agreement), if Employer is unable or unwilling
to grant or permit the exercise of such options on such terms, Employer shall
pay Employee cash compensation in an amount equal to the excess of the fair
market value of the shares which would otherwise have been acquired upon the
exercise of such options in the change in control transaction over the aggregate
exercise price of such options.
10. All capitalized terms used herein and not otherwise defined
shall have the meaning set forth in the Employment Agreement.
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11. The Employment Agreement, as amended hereby, shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties have signed this First Amendment to
Employment Agreement as of the date first written above.
WITNESSES: XXXXXX SCIENCES, INC.
/s/ Xxxx X. Xxxxxxxxxx, Xx. By: /s/ Xxxxxxx Xxxxxx
-------------------------------- --------------------------------
Its Chairman
-------------------------------- --------------------------------
000 Xxxxx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000-0000
/s/ Xxx X. Xxxxx
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XXX X. XXXXX
0000 Xxxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000-0000
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