FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
FOURTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This
Fourth Amendment to Employment Agreement (this “Amendment”) is made as of this
24th
day of January, 2010 by and between PROLOR Biotech, 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
27, 2006 between Modigene DE and Executive (the “First Amendment”), and as
amended by that certain Second Amendment to Employment Agreement, dated February
29, 2008 between Employer and Executive (the “Second Amendment”), and as
amended by that certain Third Amendment to Employment Agreement, dated July 17,
2008 between Employer and Executive (the “Third
Amendment”) (as amended, restated, supplemented or
modified from time to time, including pursuant to the First Amendment, Second
Amendment, Third Amendment, the “2005 Agreement”).
RECITALS:
A. The
parties desire to modify certain provisions of the Second Amendment concerning
the termination of Executive’s employment and Executive’s
compensation.
B. 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 Second Amendment:
AGREEMENT:
1. Amendment to Section
1. Section 1 of the Third Amendment is hereby deleted and
replaced with the following Sections 1:
“Executive
shall receive an aggregate annual minimum base salary at the rate of Two Hundred
and Seventy Thousand Dollars ($270,000) effective January 1, 2010, payable in
equal monthly installments of $22,500 or otherwise in accordance with the
regular payroll schedule of Employer (as the same may be increased, “Base Salary”). Effective June
1, 2008, payments will be in Israeli Shekels (IS) according to IS-US$ exchange
rate of 3.86 IS/US$.”
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
EMPLOYER:
By: /s/ Xxxxxxx
Xxxxxx
Name:
Xxxxxxx
Xxxxxx
Title:
Chief Executive
Officer
|
EXECUTIVE:
/s/ Xxxx
Xxxxx
Xxxx
Xxxxx
|
Notice
Address:
_______________________
_______________________
_______________________
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