THIRD AMENDMENT TO CONSULTING AGREEMENT
THIRD AMENDMENT TO
CONSULTING AGREEMENT
This
Third Amendment to Consulting Agreement (this “Amendment”) is made as of this
24th
day of January, 2010 by and between PROLOR Biotech INC., a Nevada corporation
(the “Company”), and
Xxxx Xxxxxx (“Executive”), and amends that
certain Consulting Agreement, dated January 1, 2007, between Modigene Inc., a
Delaware corporation (“Modigene
DE”), and Executive, as amended by that certain First Amendment to
Consulting Agreement, dated February 29, 2008 between Employer and Executive
(the “First Amendment”),
as amended by that certain Second Amendment to Consulting Agreement, dated July
17, 2008 between Employer and Executive (the “Second Amendment”) (as
amended, restated, supplemented or modified from time to time, the “2007 Agreement”).
RECITALS:
A. On
May 10, 2007, Modigene DE assigned to the Company, and the Company assumed, all
obligations of Modigene DE under the 2005 Agreement and the Company thereby
became the “Company” under the 2005 Agreement.
A. The
parties desire to modify certain provisions of the 2007 Agreement concerning the
Executive’s compensation.
B. Pursuant
to Section 11 of the 2007 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 2007 Agreement:
AGREEMENT:
1. Amendment to Section
1. The first three sentences of Section 1 of the Second
Amendment are hereby deleted and replaced with the following three
sentences:
“ In
consideration for any services to be provided under Section 2, the Company shall
pay to the Consultant an annual consulting fee of Two Hundred and Fifty Thousand
U.S. Dollars ($250,000.00) plus V.A.T (if applicable); effective January 1,
2010, and payable in equal monthly installments on the first of each month upon
providing the Company with an invoice. Effective June 1 2008, payments will be
in Israeli Shekels (IS) according to IS-US$ exchange rate of 3.86 IS/US$.
Consultant shall be eligible to receive an annual cash bonus up to $60,000, as
determined by the Board, payable within 30 days after the end of the fiscal year
of Company, which shall be based upon performance criteria established by the
Board, and bonus payment will be in Israeli Shekels (IS) according to IS-US$
exchange rate of 3.86 IS/US$.”
2. Effectiveness. The
amendments to the 2007 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.
3. The
Agreement. All references in the 2007 Agreement to the term
“Agreement” shall be deemed to refer to the 2007 Agreement referenced in, and as
amended by, this Amendment.
4. Amendment and 2007 Agreement
to be Read Together. This Amendment amends and is part of the
2007 Agreement, and the 2007 Agreement and this Amendment shall henceforth be
read together and shall constitute the Agreement. Except as otherwise
set forth herein, the 2007 Agreement shall remain in full force and
effect.
5. Headings. Headings
used in this Amendment are for convenience only and shall not affect the
construction or interpretation of the 2007 Agreement or this
Amendment.
6. 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.
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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.
COMPANY:
By: /s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: President
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CONSULTANT:
/s/ X.
Xxxxxx
Xxxx
Xxxxxx
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Notice
Address:
_____________________
_____________________
_____________________
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