AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.9
AMENDMENT
TO
This
Amendment to Employment Agreement (this “Amendment”), dated November 15, 2009,
is made by and among American Oriental Bioengineering Inc., a Nevada corporation
(the “Company”), and Xxxxxxxx Xx, xxxxxxxx xx Xxxxxxx Xxxxxxxx, Xxxxxx,
Xxxxx (the
“Executive”). Any capitalized term not defined herein shall have the
meaning for such term specified in the Employment Agreement (as defined
below).
WHEREAS, the Executive and the
Company entered into an Employment Agreement dated April 9, 2009 (the
“Employment Agreement”);
WHEREAS, under the
Employment Agreement, the Executive was initially granted a certain number
of shares of common stock (the “Shares”) and an option (the
“Option”) to purchase a certain number of shares of common stock
(the "Initial Grant"), which numbers were based upon the Company's internal
method for valuing each share of its common stock issued or issuable under
its 2006 Equity Incentive Plan at the time of the grant (the "Per Share Value"),
to reach a total annual compensation value for accounting purposes (the
"Total Value");
WHEREAS, as the result of an
error in the calculation of the Per Share Value, the number of shares
issuable under the Option was incorrect and should have been lower although the
Total Value, the exercise price and the Shares remain unchanged from the date of
the Initial Grant;
WHEREAS, the Option
should be reduced and the Compensation Committee of the Board of Directors
has ratified, approved and confirmed in all respects, the reduction in
the Option;
NOW THEREFORE, in
consideration of the foregoing and for other consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. The first
sentence of Section 7 of the Employment Agreement is hereby amended and restated
in its entirety by inserting the following:
“The
Executive shall receive 51,380 shares of the Company's common stock and 33,169
stock options for services to be rendered during the Term.”
2. Except as
specifically amended hereby, the Employment Agreement shall continue in full
force and effect unmodified and the parties hereby reaffirm the
same.
3. This
Amendment shall be construed in accordance with and governed by the laws of the
State of New York, without giving effect to the conflict of laws principles
thereof.
4. This
Amendment may be signed in any number of counterparts, each of which shall be an
original and all of which shall be deemed to be one and the same instrument,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. A facsimile signature shall be deemed to be an original
signature for purposes of this Amendment.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment as of the day and year first
above written.
| AMERICAN ORIENTAL BIOENGINEERING, INC. | |
| By: /s/ Xxxx Xxx | |
| Name: Xxxx Xxx | |
| Title: Chairman and Chief Executive Officer |
EXECUTIVE:
/s/ Xxxxxxxx
Xx
Xxxxxxxx
Xx
