AMENDMENT TO RETENTION AGREEMENT
Exhibit
10.21A
AMENDMENT
TO RETENTION AGREEMENT
This
Amendment to the Retention Agreement is entered into on this 23rd
day of
December, 2005, by and between XXXXX X. XXXXX (“Executive”) and APHTON
CORPORATION (the “Company”).
WHEREAS,
the
Company and the Executive entered into a Retention Agreement (the “Retention
Agreement”)
on the
12th
day of
August, 2005; and
WHEREAS,
the
Company paid fifty percent (50%) of the Retention Bonus to the Executive
pursuant to Section
3.A.
of the
Retention Agreement; and
WHEREAS,
the
Company and the Executive have determined that due to changed circumstances
of
the Company, it is in the best interests of the Company and the Executive to
amend the Retention Agreement in certain respects; and
NOW,
THEREFORE,
in
consideration of their mutual promises in the Retention Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, amend the Retention
Agreement as follows:
| 1. |
Modification
of Retention Bonus.
|
| a. |
The
parties hereby agree that the aggregate amount of Retention Bonus
payable
under the Retention Agreement shall be amended to be $168,000.00
(the
“Amended Bonus”); which sum represents that portion of the Retention Bonus
previously earned by the Executive and timely paid by the Company
pursuant
to Section 3.A of the Retention Agreement as of the date of this
Amendment. No further percentages of the Retention Bonus delineated
in the
Retention Agreement or any additional Retention Bonus of any kind
shall be
earned by the Executive nor become payable by the Company under the
Retention Agreement.
|
| b. |
Any
references to amounts above the Amended Bonus that may be earned
or become
payable in the Retention Agreement, including any such references
in
Section 3, are hereby deleted.
|
| 2. |
Amendment
of Retention Date in Section 2.
|
| a. |
The
parties hereby agree that the Executive shall only be required to
stay
through the earlier of (i) March 16, 2006 or (ii) the date the Company
files its annual report on Form 10-K with the Securities and Exchange
Commission.
|
| b. |
In
order to effect the above agreement, the first sentence of the first
paragraph of Section 2 is hereby deleted in its entirety and the
remainder
of the paragraph is amended and restated by deleting the text appearing
therein in its entirety and inserting the following text in
lieu
thereof:
|
If
the
Executive does not remain continuously employed with the Company from the date
of this Amendment through the earlier of (i) March 16, 2006 or (ii) the date
the
Company files its annual report on Form 10-K with the Securities and Exchange
Commission, the Executive must pay to the Company, within ten (10) business
days
of the last date of the Executive’s employment, an amount equal to that portion
of the Retention Bonus the Company has paid to the Executive pursuant to the
Retention Agreement minus any Withholdings (as defined in the Retention
Agreement); provided, however, that if the effect of any such repayment results
in the Executive having a tax credit with respect to any federal, state and/or
local taxes previously paid, then Executive shall also have the obligation
to
pay the Company the amount of any such credit.
| c. |
The
second paragraph of Section 2 remains
unchanged.
|
|
3.
|
Section
5.C., Entire Agreement/Amendments,
of the Retention Agreement is hereby amended and restated by deleting
the
text appearing therein in its entirety and inserting the following
text
in
lieu
thereof:
|
The
Retention Agreement, as amended by this Amendment, and the Employment Agreement
contain the entire understanding of the parties with respect to the employment
of the Executive by the Company and supersede any other agreements (oral or
written) between the Company and the Executive with respect thereto. There
are
no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter of the Executive’s
employment by the Company other than those expressly set forth in the Retention
Agreement, as amended by this Amendment, and the Employment Agreement. Neither
the Retention Agreement nor this Amendment may be altered, modified, or amended
except by written instrument signed by the parties hereto.
4. All
terms
of the Retention Agreement not amended herein remain in full force and
effect.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the
day and year first above written.
| EXECUTIVE | APHTON CORPORATION | ||
| /s/ XXXXX X. XXXXX | /s/ XXXXXXX X. XXXXXX, M.D. | ||
|
|
|
||
| Xxxxx
X.
Xxxxx Chief Financial Officer |
Xxxxxxx
X.
Xxxxxx Chief Executive Officer |
