EXHIBIT 10.13
AMENDMENT NO. 1 TO CONSULTING AGREEMENT
THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this "Amendment") amends
that certain Consulting Agreement effective as of August 1, 1996 (the
"Agreement") between TEKELEC, a California corporation (the "Company"), and
XXXXXX XXXXXXX, a California resident ("Consultant"). Capitalized terms used
herein shall have the meanings set forth in the Agreement, unless otherwise
defined herein.
WHEREAS, the parties wish to amend the Agreement to extend the term
thereof;
NOW, THEREFORE, in consideration of the foregoing recital and of the
premises and the covenants, warranties and agreements set forth below, and for
other valuable consideration received, the parties hereby agree as follows:
1. Consultancy. Section 1 of the Agreement is hereby amended to read
in its entirety as follows:
"1. CONSULTANCY. The Company hereby retains Consultants, and
Consultant hereby accepts such retention, to consult for the Company upon the
terms and subject to the conditions set forth herein, commencing as of the
Effective Date and continuing until January 1, 1997 or until this Agreement is
sooner terminated in accordance with Section 5 hereof (the "Term"). Consultant
shall render such consulting services to the Company as an independent
contractor and not as an employee, agent, joint venturer or otherwise."
2. Termination. Section 5 of the Agreement is hereby amended to read
in its entirety as follows:
"5. TERMINATION. This Agreement and Consultant's retention
hereunder shall continue until the earlier to occur of (a) January 1,
1997 or (b) the death or disability of Consultant."
3. No Other Amendments. The Agreement, except as expressly amended by
this Amendment, shall continue in full force and effect.
4. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original and which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of November 30, 1996.
TEKELEC XXXXXX XXXXXXX
By: /s/ Xxxxx X. Xxxxxx Signature: /s/ Xxxxxx Xxxxxxx
-------------------------- -------------------------
Xxxxx X. Xxxxxx, President
