AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
EXHIBIT
99.1
AMENDMENT
NO. 1
AMENDMENT
NO. 1, dated October 30, 2007 and effective as of the 31st day of July 2007,
to
that certain Employment Agreement, dated as of August 1, 2005 (the “Employment
Agreement”), by and between Hi-Tech Pharmacal Co., Inc. (the “Corporation”) and
Xxxxxxx Xxxxxx (the “Executive”).
WHEREAS,
for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto have agreed (i) to extend the term of the
Employment Agreement; (ii) to increase the compensation thereunder; (iii) to
change the date stock options are to be granted to the Executive; (iv) to change
the payment to Executive in the event of a Change of Control, as defined in
the
Employment Agreement; and (v) to amend the Employment Agreement accordingly.
NOW,
THEREFORE,
the
parties hereto mutually agree as follows:
1. All
capitalized terms used herein but not defined herein shall have the meaning
ascribed to them in the Employment Agreement.
2. Section
3 of
the Employment Agreement is hereby deleted and replaced in its entirety with
the
following:
“Section
3. Term
of Employment.
The
term of this contract shall commence on August 1, 2005 and shall continue until
July 31, 2009 and shall automatically renew for successive one year terms unless
terminated by the Corporation upon six months’ advance written notice to
Executive of the Corporation’s decision not to renew the contract, or by
Executive, upon 30 days advance written notice to the Corporation, or unless
earlier terminated pursuant to the provisions of Section 5 hereof.”
3. Section
4.1
of the Employment Agreement is hereby deleted and replaced in its entirety
with
the following:
“4.1.
Compensation. As compensation for his services hereunder the Corporation
shall pay Executive (i) for the period August 1, 2007 through July 31, 2008,
an
annual salary (“Salary”) equal to $242,550 ($4,664.42 per week) and (ii) for the
period August 1, 2008 through July 31, 2009, a Salary equal to $254,677.50
($4,897.64 per week). The Salary shall be payable weekly less such deductions
as
shall be required to be withheld by applicable law and regulations.”
4. Section
4.2(B) of the Employment Agreement is hereby amended by adding the following
sentence to the end of such Section: “Notwithstanding the foregoing, all future
options to purchase shares of the Corporation’s Common Stock shall be granted
annually to the Executive on the same date as all other stock options are
granted to the Corporation’s employees and management.”
5. Section
11.1
of the Employment Agreement is hereby deleted and replaced in its entirety
with
the following:
“11.1.
Payment on Change in Control. The Corporation will provide or cause to be
provided to Executive the rights and benefits described below during the term
of
this Agreement, following a Change in Control. In the event of a Change in
Control the Corporation shall pay or cause its successor to pay to Executive,
in
cash, in a lump sum within 15 days after the Change in Control, an amount equal
to 2 times Executive’s base compensation which equals the sum of the following:
(i) Executive’s annual salary on the day preceding the Change in Control, plus
(ii) Executive’s annual bonus for the year immediately preceding the Change in
Control. In addition, following a Change in Control, at no cost to Executive,
the Corporation shall maintain for Executive and Executive’s dependents, all
health, insurance and welfare benefits for the lesser of one year or until
Executive and his dependents are eligible for similar health, insurance and
welfare benefits from Executive’s new employer.”
6. Except
as
modified by this Amendment No. 1, in all other respects the Employment Agreement
remains unchanged and in full force and effect.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Amendment No. 1 to the Employment Agreement
as
of the date set forth above.
| HI-TECH PHARMACAL CO., INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
| Dated: October 30, 2007 | ||
|
By:
|
/s/ Xxxxxxx Xxxxxx | |
| Dated: October 30, 2007 | ||
