Exhibit 10.5(a)
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of August 20, 2001, by and between ALPHARx,
INC., a Delaware corporation (the "Company"), and Sai Xxxx Xxxx (the
"Executive").
RECITALS
The Company and the Executive are parties to an Employment Agreement,
dated July 1, 2000 (the "Employment Agreement"), and have agreed to amend the
Employment Agreement to extend the term of the Employment Agreement and to
increase the Executive's compensation thereunder. Capitalized terms used herein
shall have the meanings set forth in the Employment Agreement unless otherwise
defined herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 1 of the Employment Agreement is hereby deleted in its
entirety and the following new Section 1is hereby inserted in lieu
thereof:
1. Employment and Term. Company hereby employs Executive and
Executive hereby accepts employment for a term commencing on July
1st, 2000 and continuing until December 31, 2003, unless sooner
terminated as provided for in this Agreement.
2. Section 3.1.1 and 3.1.2 of the Employment Agreement is hereby deleted
in its entirety and the following new Section 3.1 is hereby inserted in
lieu thereof.
3.4 The Company shall pay the Executive an annual Base Salary
("Base Salary") as follows:
(xvi) commencing July 1, 2000, and ending December 31,
2000, a Base Salary at the rate of $12,000 per year;
(xvii) commencing January 1, 2001, and ending June 30,
2001, a Base Salary at the rate of $36,000 per year;
(xviii)commencing July 1, 2001, and ending December 31,
2001, a Base Salary at the rate of $72,000 per year;
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(xix) commencing January 1, 2002, and ending December 31,
2002, a Base Salary at the rate of $96,000 per year;
and
(xx) commencing January 1, 2003, and ending December 31,
2003, a Base Salary at the rate of $120,000 per
year.
The Executive's Base Salary shall be paid at such times and
in such manner as is consistent with the Company's prevailing
payroll practices for other senior executives of the Company.
3. Except as otherwise amended by this Amendment Agreement, the
Employment Agreement shall remain in full force and effect, and the
Company and the Executive each hereby reaffirm each of their respective
agreements, covenants and obligations set forth therein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement as of the date above written.
ALPHARX INC.
By: /s/ Sandro Persia By: /s/ Xxxxxxx X. Xxx
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Sandro Persia Xxxxxxx X. Xxx
Secretary Chairman/CEO
EXECUTIVE
By: /s/ Sai Xxxx Xxxx
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Sai Xxxx Xxxx
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SIGNATURES:
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED: December 28, 2001
ALPHARx, INC.
By: /S/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx, President
Directors:
/S/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx, Director
/S/ Sai Xxxx Xxxx
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Sai Xxxx Xxxx, Director
/S/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx, Director
/S/ Sandro Persia
-----------------------------
Sandro Persia, Director
