Attached files
| file | filename |
|---|---|
| 8-K - PROLOR Biotech, Inc. | v207424_8k.htm |
| EX-10.1 - PROLOR Biotech, Inc. | v207424_ex10-1.htm |
| EX-10.2 - PROLOR Biotech, Inc. | v207424_ex10-2.htm |
FIFTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This
Fifth Amendment to Employment Agreement (this “Amendment”) is made as of this
1 day of January, 2011 by and between MODIGENETECH LTD., an Israeli corporation
(“Employer”), and EYAL
FIMA (“Executive”), and
amends certain Employment Agreement, dated December 14, 2005, between
Employer and Executive, as amended by that certain First Amendment to Employment
Agreement, dated February 29, 2008 between Employer and Executive (the “First Amendment”), as amended
by that certain Second Amendment to Employment Agreement, dated July 17, 2008
between Employer and Executive (the “Second Amendment”), as amended
by that certain Third Amendment to Employment Agreement, dated October 1, 2009
between Employer and Executive (the “Third Amendment”), as amended
by that certain Fourth Amendment to Employment Agreement, dated January 11, 2010
between Employer and Executive (the “Fourth
Amendment”) (as amended, restated, supplemented or modified
from time to time, including pursuant to the First Amendment, the Second
Amendment, the Third Amendment and the Fourth Amendment, the “2005 Agreement”).
RECITALS:
A. Pursuant
to Section 7(b) of the 2005 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 Second
Amendment:
AGREEMENT:
1. Amendment to Section 6(b) of
the 2005 Agreement. Section 6(b) of the 2005 Agreement is hereby deleted
and replaced with the following Section 6(b):
Premature
Termination by Employer. In the event of the termination of
this Agreement by Employer prior to the last day of the then current term for
any reason other than a termination in accordance with the provisions of Section 6(c)
(Termination for Cause), then notwithstanding any mitigation of damages by
Employee, Employer shall pay Employee severance payment and other payments to
which Employee is entitled to receive according to Israeli law, and Employer
shall not be obligated to pay any remaining performance bonus for the then
current fiscal year of Employer, or have any further obligations to Employee.
Employer shall provide employee with nine (9) months notice of premature
termination.
2. Amendment to Section
3(a). Section 3(a) of the 2005 Agreement is hereby deleted in
its entirety and replaced with the following Section 3(a):
“Executive
shall receive an aggregate annual minimum base salary at the rate of One Hundred
and Forty Five Thousand Dollars ($145,000), effective January 1, 2011, payable
in equal monthly installments of $12,083.33 or otherwise in accordance with the
regular payroll schedule of Employer (as the same may be increased, “Base Salary”). Effective June
1, 2008, payments will be in Israeli Shekels (IS) according to IS-US$ exchange
rate of 3.86 IS/US$.”
3. Effectiveness. This
Amendment shall be deemed effective immediately upon the full execution hereof,
without any further action required by the parties hereto.
4. The
Agreement. All references in the 2005 Agreement to the term
“Agreement” shall be deemed to refer to the 2005 Agreement referenced in, and as
amended by, each of the amendments set forth in the preamble to this
Amendment.
5. Amendment and 2005 Agreement
to be Read Together. This Amendment amends and is part of the
2005 Agreement, and the 2005 Agreement and this Amendment shall henceforth be
read together and shall constitute the Agreement. Except as otherwise
set forth herein, the 2005 Agreement shall remain in full force and
effect.
6. Headings. Headings
used in this Amendment are for convenience only and shall not affect the
construction or interpretation of the 2005 Agreement or this
Amendment.
7. 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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EMPLOYER:
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EXECUTIVE:
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MODIGENETECH
LTD.
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By:
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/s/ Abraham Havron
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/s/ Eyal Fima
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Name:
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Abraham
Havron
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Eyal
Fima
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Title:
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Chief
Executive Officer
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Notice
Address:
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