AMENDMENT TO EMPLOYMENT AGREEMENT CHRISTOPHER SWON
Exhibit
99.5
AMENDMENT
TO
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
THIS
AMENDMENT dated November 14, 2007 (the "Amendment") among Millennium
Biotechnologies Group, Inc., a Delaware corporation ("Group"), Millennium
Biotechnologies, Inc. (the "Company"), and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (the
"Executive").
WHEREAS,
the Executive is currently employed by the Company, a wholly owned subsidiary
of
Group, under an Employment Agreement dated as of November 11, 2005 (the
"Employment Agreement");
WHEREAS,
the Executive, Group and the Company have agreed that the Employment Agreement
will be amended as provided herein.
NOW,
THEREFORE, in consideration of the covenants and agreements hereinafter set
forth and for other good and valuable consideration, the Company, Group and
the
Executive hereby agree the Employment Agreement shall be amended as
follows:
1.
Section
1.2 is amended to the extent that the reference to the “Consent of the
President” shall be amended to read: “the Consent of the President or of the
Chief Executive Officer.”
2.
Section
1.3 is amended to the extent of extending the termination date of the Term
from
December 31, 2010 to December 31, 2011.
3.
Section
2.1 is amended to the extent that the Base Salary shall be increased from
$60,000 to $150,000 per annum effective as of January 1, 2008.
4.
Section
2.2 is amended to read in its entirety as follows:
2.2 Bonus. The
Company and Group shall pay the following bonus compensation to the
Executive:
The
Executive shall receive an annual bonus following each fiscal year during the
Term of the Employment Agreement at the rate of $25,000 and 250,000 shares
of
Group common stock for each $5 million in revenue of the Company as reported
in
the Company’s annual financial statement, provided any bonus hereunder with
respect to annual revenues exceeding $50,000,000 shall be subject to the sole
and exclusive discretion of Group’s Board of Directors.
5.
MISCELLANEOUS
(a)
Entire
Agreement; Amendment.
The
Employment Agreement as amended by the Second Amendment represents the entire
agreement of the parties with respect to the subject matter hereof and shall
supersede any and all previous contracts, arrangements or understandings between
or among Group, the Company and the Executive. The Employment Agreement may
be
further amended at any time by mutual written agreement of the parties
hereto.
(b)
Counterparts.
This
Second Amendment may be executed in counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the Company and Group have caused this Second Amendment to
be
duly executed by their authorized representatives and the Executive has hereunto
set his hand, in each case effective as of the day and year first above
written.
| Millennium Biotechnologies Group, Inc. | ||
| Millennium Biotechnologies, Inc. | ||
| |
|
|
| By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇ | ||
|
|
||
| Executive | ||
| /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ||
|
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
|
||