Exhibit 10.34
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 to the Employment Agreement is made as of the 14th
day of November, 2005 by and among Molecular Insight Pharmaceuticals, Inc., a
Massachusetts corporation (the "Employer"), and Xxxx X. Xxxxxx (the
"Employee"). Terms used but not defined herein have the meaning set forth in
that certain Employment Agreement dated January 1, 2003 by and between the
Employer and the Employee (the "Employment Agreement").
WHEREAS, the Employment Agreement contains certain provisions
pertaining to severance compensation in the event that the Employee's employment
is terminated by the Employer without cause; and
WHEREAS, the Internal Revenue Service has recently implemented Section
409A of the Internal Revenue Code of 1986, as amended (the "Code"), which
imposes an excise tax on severance payments that do not comply with the
provisions of Section 409A of the Code; and
WHEREAS, the Employer and the Employee each desire to amend the
Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree amend the
Employment Agreement as follows:
1. Subject to Paragraph 2 below, section 15A(b) is amended by deleting
the phrase "from the Termination Date" that appears immediately prior the "(the
"Severance Package")" and inserting "which payments shall commence six (6)
months after the Termination Date and continue for the twelve (12) months
thereafter" in lieu thereof.
2. This Amendment shall not be effective until immediately prior to the
closing of the Employer's initial public offering of equity securities pursuant
to a registration statement filed with the Securities and Exchange Commission.
3. Except as expressly set forth in this Amendment, the Employment
Agreement, as amended to date, is ratified and confirmed, shall remain in full
force and effect and shall not be altered, amended or modified.
4. This Amendment may be executed in counterparts, all of which taken
together shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to Employment Agreement on the date first written above.
MOLECULAR INSIGHT PHARMACEUTICALS, INC.
By: /s/ Xxxxxxxx Xxxx
------------------------------------
Name: Xxxxxxxx Xxxx
Title: VP, HR
/s/ Xxxx X. Xxxxxx
---------------------------------------
(signature)
Xxxx X. Xxxxxx
---------------------------------------
(print name)
