AMENDMENT Xx. 0
XXXXXXXXX Xx. 0 dated as of this 14th day of May, 2003 ("Amendment No. 1")
between Life Medical Sciences, Inc. (the "Company") and Xxxxxx X. Xxxxxx (the
"Employee").
W I T N E S S E T H:
WHEREAS, the parties have entered into an employment agreement dated May
29, 1996 (the "1996 Agreement") and
WHEREAS, the 1996 Agreement was replaced by an employment agreement dated
May 21, 2001 (the "2001 Agreement") and
WHEREAS, the parties wish to modify and amend the 2001 Agreement, upon the
terms, provisions and conditions set forth below (the "Amendment No. 1").
NOW THEREFORE, in consideration of the mutual agreements set forth herein,
the parties hereto agree as follows:
1. The following language set forth as Section 1. Employment Term:
"The initial term of this Agreement shall be the one-year period
commencing on May 29, 2001 (the "Employment Date") and ending on the first
anniversary of the Employment Date (as extended from time to time in
accordance with this Section 1, the "Employment Term"). However, it is
understood and agreed by the parties hereto that (i) absent prior written
notice to the Executive of the Company's intent to terminate this
Agreement, such notice being received by the Executive at least six months
prior to the end of the Employment Term or (ii) unless this Agreement has
been earlier terminated in accordance with Section 5, the Employment Term
shall automatically be extended in annual increments as of the anniversary
of the Employment Date."
are hereby deleted and are hereby replaced with the following:
"The term of this Agreement shall be the three-year period commencing on
May 29, 2003 (the "Employment Date") and ending on the third anniversary
of the Employment Date (the "Agreement Term"). It is understood and agreed
by the parties hereto that absent prior written notice to the Executive of
the Company's intent to terminate this Agreement, such notice being
received by the Executive at least six months prior to the end of the
Agreement Term or unless the Company has exercised its right to terminate
this Agreement under Sections 5.(b) or 5.(c), the Agreement Term shall
automatically be extended in annual increments as of the anniversary of
the Employment Date."
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2. The following language set forth as the first portion of the first
sentence in Section 5. (d) Termination by Company for any other Reason;
Termination for Good Reason.:
"In the event that Executive's employment hereunder is terminated by the
Company during the Employment Term for any reason other than as provided
in Sections 5(b) or 5(c) hereof, or if the Executive terminates his
employment for Good Reason, then the Company shall pay to Executive,
within thirty (30) days of the date of such termination, the Base Salary
through such date of termination and severance pay in an amount equal to
six months of Base Salary,"
are hereby deleted and are hereby replaced with the following:
"In the event that Executive's employment hereunder is terminated by the
Company during the Employment Term for any reason other than as provided
in Sections 5(b) or 5(c) hereof, or if the Executive terminates his
employment for Good Reason, then the Company shall pay to Executive,
within thirty (30) days of the date of such termination, the Base Salary
through such date of termination and severance pay in an amount equal to
twelve months of Base Salary,"
3. All terms used herein but not otherwise defined herein shall have the same
meaning ascribed to such term in the 2001 Agreement.
4. Amendment No. 1 may be executed in counterparts each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument. From and after the execution and delivery of Amendment
No. 1, the term "2001 Agreement" shall be deemed to include the terms and
provisions of Amendment No. 1.
5. By executing Amendment No. 1, the Employee and the Company hereby certify
that any and all necessary approvals and consents for the effectiveness of
Amendment No. 1 have been obtained.
IN WITNESS WHEREOF, the parties have duly executed Amendment No. 1 as of
the day and year first above written.
EMPLOYEE: LIFE MEDICAL SCIENCES, INC.:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Secretary
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