EXHIBIT 10.33
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is
made as of this 1st day of October, 1998, by and between Exogen, Inc., a
Delaware corporation (the "Company") and Xxxxxxx X. XxXxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive entered into that
certain Employment Agreement dated as of March 1, 1997 (the "Agreement").
WHEREAS, the Company and the Executive desire to amend the
Agreement, as provided herein.
NOW, THEREFORE, in consideration of the employment of the
Executive by the Company, the Company and the Executive, each intending to be
legally bound hereby, covenant and agree as follows:
The Agreement, effective on the date hereof, is hereby amended
as follows:
Section 1. Amendments to Agreement.
a. Section 4(a) of the Agreement is hereby deleted and
replaced in its entirety with the following:
"1. Base Compensation. During the term of the
Agreement, the Company shall pay to Executive base monthly compensation
of Nineteen Thousand Five Hundred Eighty-Three and 33/100 dollars
($19,583.33), less all required withholdings. Base compensation shall
be subject to review by the Compensation Committee of the Board of
Directors during the second and third years of the term of the
Agreement; provided that base compensation shall never be reduced below
the base compensation applicable to the first year."
Section 2. Reference to and Effect on the Agreement.
a. Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, shall mean and be a
reference to the Agreement, as amended hereby.
b. Except as specifically amended above, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
c. The Agreement, as modified by this Amendment, constitutes
the entire understanding among the parties with respect to the subject matter
thereof, and supersedes any prior understanding and/or written or oral
agreements between them.
Section 3. Governing Law.
This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New Jersey.
Section 4. Headings.
Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
EXOGEN, INC.
By: /s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: Chairman of the Board
Address: 00 Xxxxxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
EXECUTIVE:
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------
Name: Xxxxxxx X. XxXxxxxx
Title: President and Chief Executive Officer
Address: 0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
