SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.7
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
This
Second Amendment to Employment Agreement (this “Amendment”)
is
made as of this 29th
day of
February, 2008 by and between MODIGENE INC., a Nevada corporation (“Employer”),
and
XXXX XXXXX (“Executive”),
and
amends that certain Employment Agreement, dated December 14, 2005, between
Modigene Inc., a Delaware corporation (“Modigene
DE”),
and
Executive, as amended by that certain First Amendment to Employment Agreement,
dated July __, 2006 between Modigene DE and Executive (the “First
Amendment”)
(as
amended, restated, supplemented or modified from time to time, including
pursuant to the First Amendment, the “2005
Agreement”).
RECITALS:
A. On
May
10, 2007, Modigene DE assigned to Employer, and Employer assumed, all
obligations of Modigene DE under the 2005 Agreement and Employer thereby became
the “Employer” under the 2005 Agreement.
B. The
parties desire to modify certain provisions of the 2005 Agreement concerning
the
termination of Executive’s employment and Executive’s compensation.
C. Pursuant
to Section 7(b) of the 2005 Agreement, the parties desire to enter into this
Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to the following amendments to the 2005
Agreement:
AGREEMENT:
1. Amendment
to Section 3(a).
The
first two sentences of Section 3(a) of the 2005 Agreement (as amended by the
First Amendment) are hereby deleted and replaced with the following
sentence:
“Executive
shall receive an aggregate annual minimum base salary at the rate of Two Hundred
and Fifty Thousand Dollars ($250,000) payable in equal monthly installments
of
$20,833.33 or otherwise in accordance with the regular payroll schedule of
Employer (as the same may be increased, “Base
Salary”),
effective January 1, 2008.”
2. Amendment
to Section 3(b).
The
first sentence of Section 3(b) of the 2005 Agreement is hereby deleted and
replaced with the following sentence:
Executive
shall be eligible to receive an annual cash bonus of up to $85,000, payable
within 30 days after the end of the fiscal year of Employer, which shall be
based upon performance criteria established by the Board (“Performance
Bonus”).
3. Amendment
to Section 3.
An
additional Section 3(k) is hereby added to Section 3 as follows:
(k)
Car.
Employee
shall be entitled to use a Company car (Mazda 6 or a car of equivalent class,
as
shall be determined by the Employer) pursuant to the terms and conditions of
the
Employer’s car policy as shall be adopted by Employer and may be amended by
Employer from time to time (the “Car
Policy”).
Employer shall gross up Employee’s Base Salary with any tax liability incurred
with respect to the car’s “value equivalent” (the value of the car usage) for
tax purposes as updated from time to time. Subject
to applicable law, in the event that Employee fail to timely pay any fines,
penalties, costs or other obligations in respect of the car (excluding any
costs
and payments which are borne by Employer pursuant to the terms of the Car
Policy), Employer shall be entitled to pay such fines, penalties, costs or
other
obligations and to deduct such costs from Employee’s Base Salary. Employee shall
be eligible to use his personal car instead of a Company Car, and elect to
receive monthly cash payment in lieu of such Company Car, as long as the total
cost to Employer shall be the same as if such Company Car is provided to the
Executive by the Employer.
4. Revised
Notification under Israeli Law.
In the
event that the Base Salary is increased pursuant to Section 3 of the 2005
Agreement, Employer agrees to deliver to Employee, and both parties agree to
sign, a revised Notification to Employee of Employment Conditions (in the form
attached to the 2005 Agreement), reflecting such increase.
5. Effectiveness.
The
amendments to the 2005 Agreement contemplated by this Amendment shall be deemed
effective immediately upon the full execution of this Amendment, without any
further action required by the parties hereto.
6. The
Agreement.
All
references in the 2005 Agreement to the term “Agreement” shall be deemed to
refer to the 2005 Agreement referenced in, and as amended by, the First
Amendment and as further amended by this Amendment.
7. Amendment
and 2005 Agreement to be Read Together.
This
Amendment amends and is part of the 2005 Agreement, and the 2005 Agreement
and
this Amendment shall henceforth be read together and shall constitute the
Agreement. Except as otherwise set forth herein, the 2005 Agreement shall remain
in full force and effect.
8. Headings.
Headings used in this Amendment are for convenience only and shall not affect
the construction or interpretation of the 2005 Agreement or this
Amendment.
9. Counterparts.
This
Amendment may be executed by facsimile and in one or more counterparts, each
of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
[The
Remainder of this Page is Intentionally Left Blank]
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and
year first written above.
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EMPLOYER:
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EXECUTIVE:
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By:
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Name:
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Xxxx
Xxxxx
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Title:
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Notice
Address:
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