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EXHIBIT 10.68
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is made this
1st day of April, 1997, by and between Caraco Pharmaceutical Laboratories, Ltd.
(the "Company") and Xxxxxxx X. Xxxx ("Employee").
WITNESSETH:
WHEREAS, the Company and Employee entered into that certain Employment
Agreement dated October 28, 1993, as amended on September 8, 1995 (the
"Employment Agreement");
WHEREAS, Sun Pharmaceutical Industries Limited ("Sun") has indicated
that it intends to contribute $7.5 million to the Company for 5.3 million shares
of the Company's Common Stock pursuant to a stock purchase agreement (the "Stock
Purchase Agreement");
WHEREAS, Sun's capital contribution pursuant to the Stock Purchase
Agreement is dependent, among other things, on reductions in Company expenses
and reductions in capital; and
WHEREAS, Employee recognizes the importance of Sun's capital
contribution to the Company pursuant to the Stock Purchase Agreement, and agrees
to accommodate Sun's need for reductions in the Company's expenses and capital
through modification of his Employment Agreement.
NOW, THEREFORE, in consideration of the premises and covenants herein
contained, the parties covenant and agree that the following shall become
effective on the date that Sun and the Company execute the Stock Purchase
Agreement.
1. Salary Reduction. Paragraph 3(a) of the Employment Agreement is
hereby amended by reducing the annual salary payable to Employee from $160,000
to $120,000. Except for the change in the amount of the annual salary, the
provisions of Paragraph 3(a) continue in full force and effect.
2. Termination Without Cause. Subparagraphs 7(c)(ii)(a), (b) and (c) of
the Employment Agreement are hereby amended by changing the applicable period
over which the severance package is to be paid from eighteen (18) months to six
(6) months. Except for this change, the provisions of Subparagraphs 7(c)(ii)(a),
(b) and (c) continue in full force and effect.
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3. No Change in Control. Employee hereby agrees that Sun's purchase of
the Company's shares and control of the Company's Board of Directors pursuant to
the Stock Purchase Agreement will not constitute a "Change in Control" for
purposes of Paragraph 9 of the Employment Agreement.
4. Existing Employment Agreement. Except as modified hereby, the terms
and conditions of the Employment Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the Employee and the Company have executed this
Agreement on the date first above written.
CARACO PHARMACEUTICAL LABORATORIES, LTD.,
a Michigan corporation
By:
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Xxxxx X. Xxxxxx
Its: Chief Financial Officer
EMPLOYEE:
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Xxxxxxx X. Xxxx
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