SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT
10.1
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), effective as
of January 1, 2009, is by and between Pharma-Bio Serv, Inc. (PBSV), a Delaware
corporation, and Pharma-Bio Serv PR Inc., a Puerto Rico corporation, having its
principal office at 373 Mendez Vigo, Xxxxx 000, Xxxxxx, Xxxxxx Xxxx, 00000 (the
“Company”), and Xxxxxxxxx Plaza, residing at 000 Xxxxxx Xxxxx Xxxx, Xxxxxx,
Xxxxxx Xxxx, 00000-0000 (“Executive”).
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement,
dated as of January 2, 2008, as such Employment Agreement may be amended,
restated or otherwise modified from time to time (the “Employment
Agreement”). Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Employment Agreement;
and
WHEREAS,
the Company and Executive have entered into that certain Employment Agreement
Amendment, dated as of June 9, 2008, extending the term of the Employment
Agreement to January 1, 2010 (the “First Amendment”); and
WHEREAS,
the Company and Executive have agreed upon new terms of Compensation under
Sections 3(a) and 3(b)(iv) of the Employment Agreement; and
WHEREAS,
the parties hereto desire to further amend the Employment Agreement, as set
forth below.
NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound, the parties
hereto agree as follows:
1. Section
3(a) of the Employment Agreement is amended as follows:
3. Compensation
and Other Benefits.
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(a)
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For
her services during the Employment Term, the Company shall pay Executive a
salary (“Salary”) at the annual rate of $200,000. All Salary
payments shall be payable in such installments as the Company regularly
pays its executive officers, but not less frequently than
semi-monthly.
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2. Section
3(b)(iv) of the Employment Agreement is amended as follows:
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(iv)
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A
company automobile, provided, that the total costs for the automobile
including lease payments, insurance, maintenance and any other costs and
expenses relating to the automobile shall not exceed $1,400 per
month.
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3. Miscellaneous
Provisions.
a) No Other
Amendments. Except
as explicitly amended by the terms of the First Amendment and this Second
Amendment, the terms of the Employment Agreement shall remain in effect and are
unchanged by this Second Amendment.
b) Entire
Agreement. The
Employment Agreement, as amended by the First Amendment and this Second
Amendment, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.
c) Governing
Law. This Second Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Puerto Rico, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
Commonwealth of Puerto Rico or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the Commonwealth of Puerto
Rico.
d) Parties in
Interest. This Second Amendment shall be binding upon and inure
solely to the benefit of each party and its successors and permitted assigns
and, nothing in this Second Amendment, express or implied, is intended to or
shall confer upon any other person any rights, benefits or remedies of any
nature whatsoever under or by reason of this Second Amendment.
e) Counterparts. This
Second Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature
page to this Second Amendment by facsimile shall be effective as delivery of a
mutually executed counterpart to this Second Amendment.
[SIGNATURES
ON FOLLOWING PAGE]
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IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Employment Agreement to be duly executed as of the day and year first above
written.
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By:
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/s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | |||
| Title: Chairman of Compensation Committee | |||
| Date: March 11, 2009 | |||
| EXECUTIVE | |||
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/s/ Xxxxxxxxx Xxxxx | ||
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Xxxxxxxxx
Xxxxx
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Date: March
11, 2009
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