FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
XXXXX X. XXXX
THIS FIRST AMENDMENT dated November 11, 2005 (the "Amendment") among
Millennium Biotechnologies Group, Inc., a Delaware corporation ("Group"),
Millennium Biotechnologies, Inc. (the "Company"), and Xxxxx X. Xxxx (the
"Executive").
WHEREAS, the Executive is employed by the Company, a wholly owned
subsidiary of Group, under an Employment Agreement dated as of April 1, 2001(the
"Agreement");
WHEREAS, the Company desiring to secure the continued services of the
Executive, and the Executive desiring to continue in the employment of the
Company have agreed to amend the Agreement in accordance with the terms set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the Company, Group and the Executive hereby agree to amend the
Agreement, as follows:
1. Section "2" of the Agreement is amended to read as follows:
2. Term of Employment. The Executive's employment under this
Agreement shall be effective as of April 1, 2001 (the "Commencement
Date") and shall terminate on the earliest of (i) December 31, 2010,
(ii) the death of the Executive or (iii) the termination of the
Executive's employment pursuant to this Agreement (the "Employment
Term").
2. Section "3 (a)" of the Agreement is amended to read as follows:
(a) Base Salary. Effective as of January 1, 2005, the Executive
shall be entitled to receive a base salary ("Base Salary") at a rate
of $98,000 per annum, payable in arrears in equal installments in
accordance with the Company's payroll practices, with such increases
as may be provided in accordance with the terms hereof. Once
increased, such higher amount shall constitute the Executive's
annual Base Salary. Immediately following the first fiscal quarter
in which the Company shall have achieved revenues in excess of
$1,250,000, the Base Salary shall be increased to the rate of
$125,000 per annum. Immediately following the first fiscal quarter
in which the Company shall have achieved revenues in excess of
$2,500,000, the Base Salary shall be increased to the rate of
$150,000 per annum. Immediately following the first fiscal quarter
in which the Company shall have achieved revenues in excess of
$3,750,000, the Base Salary shall be increased to the rate of
$200,000 per annum.
3. Stock Options. Section 3 (d) (i) of the Agreement is amended to the
extent that:
(a) in accordance with the merger agreement between the Company and
Group, the Stock Option previously granted to the Executive by the
Company to purchase an aggregate of 250,000 shares of common stock
of the Company at an exercise price of $.50 per share, has been
exchange for a Stock Option granted by Group to purchase an
aggregate of 334,000 shares of common stock of Group at an exercise
price of $.37 per share, the exercise period of which option shall
be extended to December 31, 2010; and
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(b) in addition thereto, Group shall issue to the Executive options
("New Options") to purchase 600,000 shares of common stock of which
(i) New Options for 400,000 shares shall vest and become exercisable
only in the event the Executive is continually employed under the
terms of this Agreement by the Company through January 15, 2006; and
(ii) New Options for the remaining 200,000 shares shall vest and
become exercisable only in the event the Executive is continually
employed under the terms of this Agreement through January 15, 2007.
Notwithstanding the foregoing, in the event of (i) a Change of
Control; (ii) the Executive's employment is terminated by the
Company Without Cause; (iii) employment hereunder is terminated by
the Executive for Good Reason; (iv) the Death of the Executive;
and/or (v) Permanent Disability of the Executive, the New Options
which have not previously vested, shall immediately vest and become
exercisable upon such event. The New Options shall be exercisable at
a price of $.01 per share for a period of three years from the date
hereof, shall provide for cashless exercise and piggyback
registration rights and shall be in the form of Option annexed to
this Agreement. "Change of Control" shall mean (i) the transfer (in
one transaction or a series of transactions) of all or substantially
all of the assets of Group or the Company to any person or group (as
such term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")); (ii) the liquidation or
dissolution of Group or the Company or the adoption of a plan by the
stockholders of Group or the Company relating to the dissolution or
liquidation of either Group or the Company; or (iii) the acquisition
by any person or group (as such term is used in Section 13(d)(3) of
the Exchange Act) of beneficial ownership, directly or indirectly,
of more than 50% of the aggregate ordinary voting power of Group or
the Company.
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4. Section 3 (d) (ii) of the Agreement is deleted and shall have no force
or effect.
5. Section 4 (3) of the Agreement is amended to the extent of increasing
the Executive's automobile allowance to $1,000 per month effective as of January
1, 2005.
6. MISCELLANEOUS
6.1. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To the Company or Group, to it at:
Millennium Biotechnologies Group, Inc
000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Attention: President
with a copy to:
Xxxxxxxxx Xxxxx Xxxx & Xxxxx P.C.
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
To the Executive:
Xxxxx X. Xxxx
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Any such notice or communication shall be sent certified or registered
mail, return receipt requested, or by facsimile, addressed as above (or to such
other address as such party may designate in writing from time to time), and the
actual date of receipt shall determine the time at which notice was given.
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6.2. Entire Agreement; Amendment. The Agreement as amended by this First
Amendment represents the entire agreement of the parties with respect to the
subject matter hereof and shall supersede any and all previous contracts,
arrangements or understandings between or among Group, the Company and the
Executive. The Agreement may be further amended at any time by mutual written
agreement of the parties hereto.
6.3. Counterparts. This First Amendment may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Group have caused this First Amendment
to be duly executed by their authorized representatives and the Executive has
hereunto set his hand, in each case effective as of the day and year first above
written.
Millennium Biotechnologies Group, Inc.
Millennium Biotechnologies, Inc.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Executive
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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