AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.9
AMENDMENT TO
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into
effective as of the 6th day of June, 2008, by and between Accelerated Innovation, LLC, a Delaware
limited liability company (the “Company”), and Xxxxxxx Xxxxxxxxxx (“Employee”).
RECITALS
A. Employee is a party to an Employment Agreement, dated as of January 31, 2005, with Accin
Corporation, a New Jersey Corporation (the “Employment Agreement”). The Employment
Agreement was assigned to the Company on May 21, 2007, and Employee currently serves as a key
employee of the Company pursuant to the terms thereof.
X. Xxxxx Medical, LLC, a California limited liability company and a parent company of the
Company, is raising funds pursuant to a private placement and a related merger with
xxxxxXxxxxxx.xxx, Inc., a Delaware corporation (the “Transaction”).
C. In order to facilitate the Transaction, the parties desire to amend the Employment
Agreement as hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals and the mutual covenants and agreements set
forth herein, the parties agree as follows:
1. The second paragraph of Paragraph 4.5 of the Employment Agreement is hereby amended to read
in full as follows:
“Upon a Termination without Cause or Termination With Good Reason,
the Company shall pay to Employee Base Compensation for a period of
eighteen (18) months from the date of termination. After
termination for Cause or Voluntary Termination, the Company shall
have no further obligations or liabilities hereunder to Employee
other than payment of Base Compensation and expense reimbursements
for periods prior to the last date of Employee’s employment
hereunder.”
2. Each reference in the Employment Agreement to the “Shareholders Agreement” or
“Shareholders’ Agreement” (as such term is defined in the Employment Agreement), including, without
limitation, the references to the Shareholders’ Agreement in Sections 2.2, 4.3 and 4.4.2 of the
Employment Agreement, are hereby deleted and shall have no further force or effect.
3. Except as amended hereby, the Employment Agreement is ratified and confirmed in all
respects and the terms and conditions thereof shall continue in full force and effect. This
Amendment may be executed in one or more counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same instrument. This Amendment
may be transmitted by facsimile or electronically, and it is the intent of the parties that the
facsimile copy (or a photocopy or PDF copy) of any signature printed by a receiving facsimile
machine or computer printer shall be deemed an original signature and shall have the same force and
effect as an original signature. No modification of this Amendment shall be valid unless in
writing and signed by the parties hereto. In the event of any conflict between the provisions of
this Amendment and the provisions of the Employment Agreement, the provisions of this Amendment
shall control.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above
written.
| Accelerated Innovation, LLC, | ||||
| a Delaware limited liability company | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: Xxxxxx X. Xxxxxx, M.D. | ||||
| Title: CEO | ||||
| Employee: |
||||
| /s/ Xxxxxxx Xxxxxxxxxx 2008-06-10 | ||||
| Xxxxxxx Xxxxxxxxxx |
||||
CONSENT OF ACCIN CORPORATION
The undersigned, Accin Corporation, a New Jersey corporation, hereby consents to, adopts and
approves the foregoing amendment to the Employment Agreement.
| Accin Corporation, a New Jersey corporation |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxxx | |||
| Title: | President | |||
2
