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EXHIBIT 10.1
AMENDMENT
TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Agreement") is made and entered
into effective as of April 1, 1997, by and between Xxxxxx-Xxxx Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxx
("Executive"). The Company and Executive are hereinafter collectively referred
to as the "Parties", and may individually be referred to as a "Party".
RECITALS
A. The Company and Executive are parties to an Employment Agreement made and
entered into effective as of February 6, 1997 (the "Employment Agreement"),
which Employment Agreement remains in full force and effect.
B. In recognition of the results of Executive's efforts in connection with the
Company's recently completed merger, the Company wished to modify certain
provisions of the Employment Agreement, as provided below.
C. The following modifications to the Employment Agreement have been presented
to the Company's Board of Directors for review and have been approved.
AGREEMENT
In consideration of the foregoing premises and the mutual covenants contained
herein and in the Employment Agreement, and for other good and valuable
consideration, the Parties, intending to be legally bound, agree as follows.
1. COMPENSATION OF EXECUTIVE
The minimum salary to be paid to Executive for services rendered under the
Employment Agreement shall be increased as of the date of this Amendment to an
amount equal to the minimum salary paid by the Company to its Chairman and
Chief Executive Officer. Executive's minimum salary shall remain equal to the
amount paid by the Company to its Chairman and CEO for so long as Executive is
employed by the Company.
2. VESTING OF OPTIONS UPON TERMINATION WITHOUT CAUSE
If the Company shall terminate Executive's employment without cause in
accordance with the provisions of the Employment Agreement, Executive shall be
entitled to immediate vesting of all unvested stock options granted to him
pursuant to Section 3.6 of the Employment Agreement and the stock option
agreement entered into by the Parties with respect thereto (the "Stock Option
Agreement"). The expiration date of such fully vested options shall remain as
stated in the Employment Agreement and the Stock Option Agreement.
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3. REQUIREMENT OF BOARD APPROVAL FOR TERMINATION
Executive's employment with the Company may not be terminated unless a majority
of the Company's Board of Directors have voted in favor of such termination at
a meeting of the Board of Directors duly called and noticed.
4. AMENDMENT TO CONTROL
With respect to any and all provisions of the Employment Agreement which are
not addressed by this Amendment, the Employment Agreement shall remain in full
force and effect. With respect to any and all provisions of the Employment
Agreement which are modified by or which otherwise conflict with the provisions
of this Amendment, the Employment Agreement shall be superseded, and the
provisions of the Amendment shall control.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
The Company:
Xxxxxx-Xxxx Pharmaceuticals, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chairman and
Chief Executive Officer
Executive:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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