FIRST AMENDMENT TO CONSULTING AGREEMENT
Exhibit
10.4
FIRST
AMENDMENT TO CONSULTING AGREEMENT
This
First Amendment to Consulting Agreement (this “Amendment”)
is
made as of this 29th
day of
February, 2008 by and between MODIGENE INC., a Nevada corporation (the
“Company”),
and
Xxxx Xxxxxx (“Executive”),
and
amends that certain Consulting Agreement, dated January 1, 2007, between
Modigene Inc., a Delaware corporation (“Modigene
DE”),
and
Executive (as amended, restated, supplemented or modified from time to time,
the
“2007
Agreement”).
RECITALS:
A. On
May
10, 2007, Modigene DE assigned to the Company, and the Company assumed, all
obligations of Modigene DE under the 2005 Agreement and the Company thereby
became the “Company” under the 2005 Agreement.
A. The
parties desire to modify certain provisions of the 2007 Agreement concerning
the
Executive’s compensation.
B. Pursuant
to Section 11 of the 2007 Agreement, the parties desire to enter into this
Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to the following amendments to the 2007
Agreement:
AGREEMENT:
1. Amendment
to Section 3.
Section
3 of the 2007 Agreement is hereby deleted and replaced with the following
section:
(3)
In
consideration for any services to be provided under Section 2, the Company
shall
pay to the Consultant an annual consulting fee of Two Hundred and Fifteen
Thousand U.S. Dollars ($215,000.00) plus V.A.T (if applicable); payable in
equal
monthly installments on the first of each month upon providing the Company
with
an invoice. Payments will be in Israeli Shekels (IS) according to the official
IS-US$ exchange rate as published by the Bank of Israel on the date of payment
in (xxx.xxxxxxxxxx.xxx.xx). Consultant shall be eligible to receive an annual
cash bonus up to $60,000, as determined by the Board, payable within 30 days
after the end of the fiscal year of Company, which shall be based upon
performance criteria established by the Board. In addition, Consultant shall
be
entitled to use a Company car (Mazda 6 or a car of equivalent class, as shall
be
determined by the Company) pursuant to the terms and conditions of the Company’s
car policy as shall be adopted by Company and may be amended by Company from
time to time (the “Car
Policy”).
Company shall gross up Consultant’s consulting fee with any tax liability
incurred with respect to the car’s “value equivalent” (the value of the car
usage) for tax purposes as updated from time to time. Subject
to applicable law, in the event that Consultant fail to timely pay any fines,
penalties, costs or other obligations in respect of the car (excluding any
costs
and payments which are borne by the Company pursuant to the terms of the Car
Policy), the Company shall be entitled to pay such fines, penalties, costs
or
other obligations and to deduct such costs from Consultant’s consulting fee.
Consultant shall be eligible to use his personal car instead of a Company Car,
and elect to receive monthly cash payment in lieu of such Company Car, as long
as the total cost to the Company shall be the same as if such Company Car is
provided to the Consultant by the Company.
2. Effectiveness.
The
amendments to the 2007 Agreement contemplated by this Amendment shall be deemed
effective immediately upon the full execution of this Amendment, without any
further action required by the parties hereto.
3. The
Agreement.
All
references in the 2007 Agreement to the term “Agreement” shall be deemed to
refer to the 2007 Agreement referenced in, and as amended by, this
Amendment.
4. Amendment
and 2007 Agreement to be Read Together.
This
Amendment amends and is part of the 2007 Agreement, and the 2007 Agreement
and
this Amendment shall henceforth be read together and shall constitute the
Agreement. Except as otherwise set forth herein, the 2007 Agreement shall remain
in full force and effect.
5. Headings.
Headings used in this Amendment are for convenience only and shall not affect
the construction or interpretation of the 2007 Agreement or this
Amendment.
6. Counterparts.
This
Amendment may be executed by facsimile and in one or more counterparts, each
of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
[The
Remainder of this Page is Intentionally Left Blank]
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and
year first written above.
|
COMPANY:
|
CONSULTANT:
|
|||
|
By:
|
||||
|
Name:
|
Xxxx
Xxxxxx
|
|||
|
Title:
|
||||
|
Notice
Address:
|
||||
S-1
