AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”)
is
made as of September 30, 2005, by and among Cleveland BioLabs, Inc., a
Delaware corporation (the “Company”),
and
Xx. Xxxxxx X. Fort (the “Executive”).
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms in the Employment Agreement.
RECITALS
WHEREAS,
the
Company and the Executive have entered into that certain Employment Agreement,
dated as of June 1, 2005 (the “Employment
Agreement”);
and
WHEREAS,
the
Company and the Executive wish to amend and restate Section 2.3 of the
Employment Agreement in its entirety;
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section
2.3.
Section
2.3 of the Employment Agreement is hereby amended and restated in its entirety
to read as follows:
“2.3 Incentive
Stock
The
Company shall enter into a stock option agreement with the Executive granting
the Executive an option to purchase 190,000 shares of the Company’s common stock
pursuant to the vesting schedule provided for therein.”
2. No
Amendment or Waiver.
The
execution, delivery and effectiveness of this Amendment shall not constitute
an
amendment or waiver of any other provision of the Employment Agreement. The
terms of the Employment Agreement not affected, modified or changed by this
Amendment shall remain in full force and effect.
3. References.
Each
reference in the Employment Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import shall mean and be a reference to the
Employment Agreement as amended hereby, and each reference to the Employment
Agreement in any other document, instrument or agreement shall mean and be
a
reference to the Employment Agreement as amended hereby.
4. Counterparts.
This
Amendment may be executed in two counterparts, each of which shall be deemed
an
original, but both of which together shall constitute one and the same
instrument. Facsimile signatures shall be accepted as originals.
[Signature
Page Follows]
IN
WITNESS WHEREOF,
the
undersigned or each of their respective duly authorized officers or
representatives have set their hands hereunder effective upon the date
referenced-above.
| THE COMPANY: | ||
| Cleveland BioLabs, Inc., a Delaware corporation | ||
| |
|
|
| /s/ Xxxxxxx Xxxxxxxx | ||
|
Name:Xxxxxxx
Xxxxxxxx
|
||
| Title:CEO | ||
| THE EXECUTIVE: | ||
| |
|
|
| /s/ Xxxxxx X. Fort | ||
|
Xxxxxx X. Fort, Ph.D., MBA, DABT |
||
