FIRST AMENDMENT TO CONSULTANCY AGREEMENT
Exhibit
10.20
FIRST
AMENDMENT
TO
THIS
FIRST
AMENDMENT (the “First Amendment”) to the CONSULTANCY AGREEMENT (the
“Agreement”), is made in Hingham, Massachusetts as of the 1st
day of
January, 2007, by and between Pathogenics, Inc. a Delaware corporation having
its executive offices and principal place of business at 00 Xxxxx Xxxxxx, Xxxxx
000, Xxxxxxx, XX 00000 (the “Corporation”), and Xxxxxxx X. Xxxxxxx (the
“Consultant”), an individual residing at 0000 00xx Xxxxxx, Xxxxxx Xxx, XX
00000.
WHEREAS,
the Parties hereto entered into the Agreement dated January 1,
2006;
WHEREAS,
the Parties hereto desire to amend certain aspects of the
Agreement;
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants and agreements hereinafter
set forth, the Company and Executive agree as follows:
| 1. |
As
of the date hereof, Section 1 shall be amended to read in its entirety
as
follows:
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Term.
The term
of this Agreement commenced on January 1, 2006 and shall continue from January
1, 2007, for a period of forty-eight (48) consecutive months (the “Term”). This
Agreement may be terminated by either party at any time upon one (1) month’s
prior written notice. In the event the Corporation terminates this Agreement,
the Corporation shall pay Consultant his Retainer (as defined below) for the
balance of the Term, and severance pay equal to twelve (12) months of the
Retainer on such date of termination (“Severance Pay”), which Severance Pay
shall be paid in full within thirty (30) days of such termination.
| 2. |
As
of the date hereof, Section 3 shall be amended to read in its entirety
as
follows:
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Compensation.
The
Corporation shall pay Consultant a retainer at the monthly rate of ten-thousand
dollars ($10,000/month) commencing January 1, 2007 (“Retainer”). The Corporation
agrees to annually increase the Retainer at a rate of ten percent (10%) above
the rate for the preceding year. Notwithstanding the forgoing, the Consultant
may choose to defer and accrue a portion of the Retainer. This deferral and
accrual shall end and Corporation will pay the Consultant in full the deferred
and accrued Retainer amount hereunder upon the earlier of either the
Consultant’s own determination, the termination of this Agreement, or the
expiration of the Term of this Agreement. The Consultant shall receive interest
on a monthly basis on any amount of deferred and accrued Retainer hereunder
at
an annual percentage rate of ten percent (12%).
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3.
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As
of the date hereof, Section 15(g) shall be added to read as
follows:
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(g)
Legal
Fees and Expenses.
If any
contest or dispute shall arise between the Corporation and the Consultant
regarding the Consultant’s interpretation of or determinations under this
Agreement, or any actual, threatened or contemplated litigation or legal,
administrative or other proceeding involving any provision of this Agreement,
the Corporation shall pay the Consultant for all legal fees, court costs, fees
of experts and other costs expenses when reasonably incurred by the Consultant
in connection with such contest or dispute. Such reimbursement shall be made
as
soon as practicable following their submission to the Corporation to the extent
the Corporation receives reasonable written evidence of such fees and expenses.
IN
WITNESS
WHEREOF, the Corporation has caused this First Amendment to be duly executed
on
its behalf by an officer thereunto duly authorized and Consultant has duly
executed this Agreement, all as of the date and year first written
above.
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CONSULTANT:
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Xxxxxxxx
X. Xxxxx, Esq.
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Xxxxxxx
X. Xxxxxxx
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President
& CEO
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