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Exhibit 10 (viii)
[CHRYSALIS INTERNATIONAL CORPORATION LETTERHEAD]
January 20, 1999
Xx. Xxxx X. Xxxxxxx
00 Xxxxxx Xxx
Xxxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
Reference is hereby made to that certain letter agreement, dated
June 2, 1995 (the "Letter Agreement"), between Chrysalis International
Corporation (the "Company") and you regarding the terms of your employment with
the Company. This letter hereby amends the Letter Agreement as follows:
Subclause (a) of the second paragraph of the Letter Agreement is
hereby amended and restated to read as follows:
"(1) biweekly severance payments at the rate of your base salary at
the time of termination for a period of 12 months regardless
of your employment status; provided however, that if the
merger contemplated by the Agreement and Plan of Merger, dated
November 18, 1998, among the Company, Phoenix International
Life Sciences Inc. and Phoenix Merger Sub. Corp. is
consummated, a payment equal to the aggregate of one year's
base salary in effect at the time of termination;"
Subclause (d) of the second paragraph of Section 4 of the Letter
Agreement is hereby amended and restated to read as follows:
(4) Amendments to all stock options granted to you and that have
not expired or terminated by their terms prior to the date
your employment is terminated by the Company to provide that
each such stock option shall be exercisable for a period
commencing on the date of termination of employment by the
Company and ending on the earlier to occur of (a) 18 months
after the date of termination, or (b) (i) the tenth
anniversary of the date of grant of such stock option if such
stock option was not granted under the
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Xx. Xxxx X. Xxxxxxx
January 20, 1999
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Company's 1988 Stock Option Plan or was not amended by the
Compensation Committee of the Company's Board of Directors on
November 15, 1998, or (ii) the date occurring ten years and
two months after the date of grant of such stock option if
such stock option was granted under the Company's 1988 Stock
Option Plan and such option was amended by the Compensation
Committee of the Company's Board of Directors on November 15,
1998.
Please acknowledge your agreement to the terms of this letter by
executing this letter in the space indicated below.
Sincerely,
/s/ Xxxxxxx X. X'Xxxxxxx
Xxxxxxx X. X'Xxxxxxx
AGREED TO AND ACCEPTED
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx