FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT
10.1
FIFTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Fifth Amendment”), effective as
of July 1, 2010, is by and among Pharma-Bio Serv, Inc. (PBSV), a Delaware
corporation, and Pharma-Bio Serv PR Inc., a Puerto Rico corporation, having its
principal office at 6 Xxxx. 696, Dorado, Puerto Rico, 00646 (the “Company”), and
Xxxxxxxxx Plaza, with residence in Dorado, Puerto Rico
(“Executive”).
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement,
dated as of January 2, 2008, as such Employment Agreement may be amended,
restated or otherwise modified from time to time (the “Employment
Agreement”). Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Employment Agreement;
and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, dated as of June 9, 2008, extending the term of the Employment
Agreement to January 1, 2010 (the “First Amendment”); and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, effective as of January 1, 2009, amending certain provisions of the
Employment Agreement (the “Second Amendment”); and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, effective as of February 23, 2009, amending certain provisions of the
Employment Agreement (the “Third Amendment”); and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, effective as of January 1, 2010, extending the term of the Employment
Agreement to July 1, 2010 and restoring Section 3 of the Employment Agreement
“Compensation and Other Benefits” in its entirety as originally set forth in the
Employment Agreement (the “Fourth Amendment”); and
WHEREAS,
the Fourth Amendment incorrectly reflected the date of the Employment Agreement
as January 25, 2006 and the parties desire to properly reflect the date of the
Employment Agreement as January 2, 2008 in the Fourth Amendment;
and
WHEREAS,
the parties desire to extend the term of the Employment Agreement for six (6)
additional months starting on July 1, 2010.
NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
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1.
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All
references to January 25, 2006 in the Fourth Amendment shall be deleted
and shall be replaced with January 2,
2008.
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2.
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The
Employment Agreement shall be modified to extend Executive's employment
term for six (6) additional months starting on July 1,
2010.
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3.
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In
all other respects the Employment Agreement dated January 2, 2008, shall
remain in full force and effect and
unaltered.
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4.
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Miscellaneous
Provisions.
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a) No Other
Amendments. Except as explicitly amended by the terms of the
First Amendment, Second Amendment, Third Amendment, Fourth Amendment and this
Fifth Amendment, the terms of the Employment Agreement shall remain in effect
and are unchanged by this Fifth Amendment.
b) Entire
Agreement. The Employment Agreement, as amended by the First
Amendment, Second Amendment, Third Amendment, Fourth Amendment and this Fifth
Amendment, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.
c) Governing
Law. This Fifth Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Puerto Rico, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
Commonwealth of Puerto Rico or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the Commonwealth of Puerto
Rico.
d) Parties in
Interest. This Fifth Amendment shall be binding upon and inure
solely to the benefit of each party and its successors and permitted assigns
and, nothing in this Fifth Amendment, express or implied, is intended to or
shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Fifth Amendment.
e) Counterparts. This
Fifth Amendment may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to
this Fifth Amendment by facsimile shall be effective as delivery of a mutually
executed counterpart to this Fifth Amendment.
IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
Employment Agreement to be duly executed as of the day and year first above
written.
/s/ Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title: Chairman
of Compensation Committee
EXECUTIVE
/s/ Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Xxxxx
