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Exhibit 10(l)(ii)
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT, by and between CN
Biosciences, Inc., a Delaware corporation (formerly Calbiochem- Novabiochem
International, Inc., the "Company"), and Xxxxxxx X. Xxxxxxxxxxxx (the
"Employee"), dated as of February 27, 1997.
WHEREAS, the Company and the Employee are parties to an
Employment Agreement, dated as of January 1, 1996 (the "Employment Agreement");
and
WHEREAS, the Company and the Employee wish to amend the
Employment Agreement with respect to payment to the Employee in connection with
the termination of the Employee's employment under certain circumstances.
NOW, THEREFORE, in connection with the mutual covenants
hereinafter set forth and for other good and valuable consideration, the
parties hereto agree as follows:
Section 1. Amendments to Employment Agreement.
Paragraph 8 of the Employment Agreement is amended by (A)
adding a new subparagraph (b) to such paragraph to read as follows:
"(b) In the event that the Employee resigns during
the 90-day period following the effective date of a "Change of
Control" (as defined below) of the Company, the Employee shall receive
salary continuation pay for 12 months from the date of such
termination equal to the Employee's base salary in effect at the time
of the Change of Control. For purposes of this Agreement, "Change of
Control" shall mean (a) an acquisition (other than directly from the
Company) by an individual, entity or a group (excluding the Company,
an employee benefit plan of the Company or X.X. Xxxxxxx, Xxxxxx & Co.,
LLC or its affiliates) of 50% or more of the Company's Common Stock,
par value $.01 per share, or voting securities; (b) a change in a
majority of the Company's current Board of Directors (the "Incumbent
Board") (excluding any persons approved by a vote of at least a
majority of the Incumbent Board or persons elected with the
concurrence of a majority of the Incumbent Board); or (c) the
consummation of a complete liquidation or dissolution of the Company
or a merger, consolidation or sale of all or substantially all of the
Company's assets (collectively, a "Business Combination") other than a
Business Combination in which all or substantially all of the
Company's stockholders receive 50% or more of the stock of the Company
resulting from the Business Combination, at least a majority of the
board of directors of the resulting
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corporation were members of the Incumbent Board, and after which no
Person owns 50% or more of the stock of the resulting corporation, who
did not own such stock immediately before the Business Combination.";
(B) renumbering existing subparagraphs (b), (c) and (d) of such paragraph to
become subparagraphs (c), (d) and (e), respectively.
Paragraph 9 of the Employment Agreement is amended in its
entirety to read as follows:
"9. Stock Options. If this Agreement is terminated
pursuant to either paragraph 8(a)(iii) or paragraph 8(b) above, any
stock options relating to the Company's Common Stock, par value $.01
per share, then held by the Employee shall become exercisable to the
full extent that they would otherwise have become exercisable on
January 4, 1998, without regard to any restrictions or deferrals of
the right to exercise such options upon such termination, and the
Employee shall have the right to exercise such options during the
30-day period following such termination."
Section 2. Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of
California without giving effect to the choice of law or conflict of laws
provisions thereof.
Section 3. Entire Agreement. This Agreement contains the
entire agreement of the parties with respect to the subject matter herein and
supersedes any and all agreements or understandings, written or oral, between
the Employee and the Company or any of the Company's principal stockholders,
affiliates or subsidiaries. This Agreement may be changed only by an agreement
in writing signed by each of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day first hereinabove written.
CN BIOSCIENCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President,
Administration, Chief
Financial Officer and
Secretary
EMPLOYEE
/s/ Xxxxxxx X. Xxxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxxx
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