Attached files
| file | filename |
|---|---|
| 8-K - PROLOR Biotech, Inc. | v207424_8k.htm |
| EX-10.3 - PROLOR Biotech, Inc. | v207424_ex10-3.htm |
| EX-10.2 - PROLOR Biotech, Inc. | v207424_ex10-2.htm |
FOURTH AMENDMENT TO
CONSULTING AGREEMENT
This
Fourth Amendment to Consulting Agreement (this “Amendment”) is made as of this
1 day of January, 2011 by and between PROLOR Biotech INC., a Nevada corporation
(the “Company”), and
Avri Havron (“Executive”), and amends that
certain Consulting Agreement, dated January 1, 2007, between Modigene Inc., a
Delaware corporation (“Modigene
DE”), and Executive, as amended by that certain First Amendment to
Consulting Agreement, dated February 29, 2008 between Employer and Executive
(the “First Amendment”),
as amended by that certain Second Amendment to Consulting Agreement, dated July
17, 2008 between Employer and Executive (the “Second Amendment”), as amended
by that certain Third Amendment to Consulting Agreement, dated January 24, 2010
between Employer and Executive (the “Third Amendment”) (as amended,
restated, supplemented or modified from time to time, the “2007 Agreement”).
RECITALS:
A. The
parties desire to modify certain provisions of the 2007 Agreement concerning the
Executive’s compensation.
B. Pursuant
to Section 11 of the 2007 Agreement, the parties desire to enter into this
Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to the following amendments to the 2007
Agreement:
AGREEMENT:
1. Amendment to Section
3. Section 3 of the 2007 Agreement is hereby deleted in its
entirety and replaced with the following:
“ In
consideration for any services to be provided under Section 2, the Company shall
pay to the Consultant an annual consulting fee of Two Hundred and Seventy
Thousand U.S. Dollars ($270,000.00) plus V.A.T (if applicable); effective
January 1, 2011, and payable in equal monthly installments on the first of each
month upon providing the Company with an invoice. Effective June 1 2008,
payments will be in Israeli Shekels (IS) according to IS-US$ exchange rate of
3.86 IS/US$. Consultant shall be eligible to receive an annual cash bonus up to
$60,000, as determined by the Board, payable within 30 days after the end of the
fiscal year of Company, which shall be based upon performance criteria
established by the Board, and bonus payment will be in Israeli Shekels (IS)
according to IS-US$ exchange rate of 3.86 IS/US$.”
2. Effectiveness. The
amendments to the 2007 Agreement contemplated by this Amendment shall be deemed
effective immediately upon the full execution of this Amendment, without any
further action required by the parties hereto.
3. The
Agreement. All references in the 2007 Agreement to the term
“Agreement” shall be deemed to refer to the 2007 Agreement referenced in, and as
amended by, each of the amendments set forth in the preamble to this
Amendment.
4. Amendment and 2007 Agreement
to be Read Together. This Amendment amends and is part of the
2007 Agreement, and the 2007 Agreement and this Amendment shall henceforth be
read together and shall constitute the Agreement. Except as otherwise
set forth herein, the 2007 Agreement shall remain in full force and
effect.
5. Headings. Headings
used in this Amendment are for convenience only and shall not affect the
construction or interpretation of the 2007 Agreement or this
Amendment.
6. Counterparts. This
Amendment may be executed by facsimile and in one or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
[The
Remainder of this Page is Intentionally Left Blank]
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and
year first written above.
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COMPANY:
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CONSULTANT:
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PROLOR
Biotech, INC.
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By:
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/s/ Shai Novik
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/s/ Avri Havron
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Name:
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Shai
Novik
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Avri
Havron
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Title:
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President
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Notice
Address:
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