XXXX BIOMEDICAL, INC,
EMPLOYMENT AGREEMENT AMENDMENT
This instrument, entered into as of August 9, 2001, is Amendment Number 1
to the Employment Agreement, dated as of May 15, 2000, by and between Xxxxx X.
Xxxxx and Xxxx Biomedical, Inc., a California company (the "Agreement"). All
initially capitalized terms used herein shall have the same meaning as given to
such terms in the Agreement.
1. Section 1 of the Agreement is hereby amended in its entirety to read as
follows:
"Employment Term. The Company agrees to employ Employee, and Employee
agrees to be employed by the Company, under the terms and conditions set forth
in this Agreement. The initial term of employment under this Agreement shall be
two years commencing as of May 18, 2000 (the "Effective Date")and ending May 18,
2002, unless such period is terminated earlier pursuant to Section 5 below (the
"Initial Term"). The term of the Employee's employment under this Agreement
shall be automatically extended one day for each day elapsed after the Effective
Date."
2. Section 5(b)(i) of the Agreement is amended in its entirety to read as
follows:
"Involuntary Termination. If Employee's employment is terminated as a
result of an Involuntary Termination (as defined in Section 6 below) Employee
will be entitled to receive an amount equal to two (2) times the dollar amount
of the Annual Salary then in effect on the date of such termination, less any
amounts the Company is required to withhold under state and federal withholding
laws, payable in nineteen (19) installments. The first such installment,
representing 25% of the total severance pay due, shall be paid within seven (7)
days after the date Employee's employment terminates. The remaining eighteen
(18) installments, representing 75% of the total severance pay due, shall be
paid in equal monthly installments commencing thirty (30) days after the date
Employee's employment terminates. As a condition precedent to, and in exchange
for, the receipt of such severance pay, Employee shall (a) execute and deliver
to the Company (and remain in full compliance with) a Settlement Agreement and
Release of Claims in a form reasonable satisfactory to the Company, which shall
not cancel any of Employee's rights to indemnification under the Standard
Indemnification Agreement referred to in Section 9 hereof; and resign, in
writing, from all offices then held in the Company by Employee."
3. Except as amended herein, the Agreement is unchanged and is hereby
ratified and confirmed.
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4. This instrument may be executed in one or more counterparts, all of
which, taken together shall constitute one agreement.
IN WITNESS WHEREOF, this instrument has been executed by the parties hereto
as of the date first above written.
XXXX BIOMEDICAL, INC.
By: /s/ Xxxx X. Xxxxxxxx, Xx., Chairman
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Xxxx X. Xxxxxxxx, Xx., Chairman
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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