AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No.1, dated as of December 1, 1995, to that certain
Employment Agreement (this "Amendment"), dated as of March 21, 1994, by and
between Futurebiotics, Inc., a Delaware corporation (the "Company"), and Xxxx
Xxxxxx (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 21, 1994 (the "Agreement"); and
WHEREAS, the Company and the Executive desire to amend the Agreement to
effect the changes provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Effective as of the date hereof, the Agreement is hereby amended by
replacing paragraphs 1, 2, 3 and 4 with the following:
"1. The Company hereby agrees to employ Xxxxxx and
Xxxxxx hereby agrees to be employed as the Company's Chairman
of the Board of Directors. Xxxxxx shall have the title
"Chairman of the Board of Directors" and shall have (a) the
duties commensurate with such title , and (b) such additional
duties as may be required by the Board of Directors from time
to time, including the investigation of overseas opportunities
for the Company's products.
2. The term of this Agreement shall be for the period
of eight (8) years commencing on the date first set forth
above; provided, however, that this Agreement may be cancelled
by the Company, at its sole direction, at any time after March
20, 1995, upon ninety (90) days' written notice to Employee.
Each twelve month period during the term of this Agreement
(i.e. March 21 through March 20) is sometimes hereinafter
referred to as a "Contract Year." The territory covered by
this Agreement shall be every place where the Company
presently does business or may do business during the term
hereof.
3. As consideration for Xxxxxx'x agreement to provide his
services to the Company, the Company hereby agrees to pay to
Xxxxxx a salary of $225,000 per annum, plus an annual
discretionary bonus to be determined by the Board of
Directors, for each year during the term hereof (the "Term").
Such salary shall be payable by the Company on a bi-weekly
basis.
4. Upon the execution hereof, the Corporation shall deliver to
Employee options to purchase 250,000 shares of the Company's
common stock at an exercise price of $2.50 per share (the
"Common Stock") at any time during the period from the date
set forth above to March 21, 1999, inclusive. The options and
shares of Common Stock which may be obtained by employee
hereunder will not registered pursuant to the Securities Act
of 1933 as amended or the securities laws of any state and may
not be transferred unless registered thereunder or qualifying
for an exemption from registration."
2. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of law.
3. Except as otherwise specifically set forth herein, all of the terms
and provisions of the Existing Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
FUTUREBIOTICS, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: President
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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