First Amendment to Employment Agreement
Exhibit 10.5
First Amendment to Employment Agreement
This First Amendment to Employment Agreement (this “First Amendment”) is entered into as of April 27, 2023 and is effective as of April 17, 2023, by and between Xxxxx Xxxxxx, an individual residing in Jerusalem, Israel (the “Executive”), and Oramed Ltd., a company incorporated under the laws of the State of Israel, with an address at 00 Xxxxxxx Xxx., Xxxxxxxxx, Xxxxxx 0000000 (the “Company”).
WHEREAS, the Company and the Executive entered into an employment agreement, effective as of November 1, 2022 (the “Employment Agreement”); and
WHEREAS, Company and the Executive desire to amend the terms and conditions of the Employment Agreement as set forth herein.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Section 5.2 of the Employment Agreement (Termination Without Cause), will be amended and replaced as follows:
| 5.2 | Termination Without Cause. Either the Executive or the Company may terminate the Executive's employment without Cause, for any reason whatsoever, with 140 days prior written notice. If the Executive’s employment is terminated by the Company without Cause in connection with a Change in Control (as defined below) that occurs during the period that is three months prior and 12 months after the event, the following provisions shall apply: |
| (a) | The Executive will be entitled to receive 18 months severance, which is defined as base salary plus on-target bonus over the severance period. |
| (b) | The Executive will be entitled to full vesting acceleration of all outstanding unvested equity incentives. |
“Change in Control” means the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets, or stock, or over fifty percent (50%) of the voting stock to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), or any person or group is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise.
2. Except for the changes and/or additions stated herein, all the other terms of the Employment Agreement shall remain valid and bind the parties without any change. In the case of a contradiction between the provisions of this First Amendment and the provisions of the Employment Agreement, the provisions of this First Amendment shall prevail. Without limiting the generality of the foregoing, the term “Agreement” as used in the Employment Agreement shall be deemed to be the Employment Agreement as amended by this First Amendment.
IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment Agreement as of the date first written above.
| Oramed Ltd. | |
| /s/ Xxxxx Xxxxxxxxx | |
| Xxxxx Xxxxxxxxx, CFO | |
| /s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx |
