AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 14, 2011, by and between CorMedix Inc., a Delaware corporation with principal executive offices at 745 Route 202-206 South, Suite 303, Bridgewater, NJ 08807 (the “Company”), and John C. Houghton, residing at 18 Perry Road, Annandale, NJ 08801 (the “Executive”).
WHEREAS, the Company and Executive wish to amend the terms of the Employment Agreement to modify the Executive’s compensation;
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto agree as follows:
1. Defined Terms. All capitalized terms contained in this Amendment shall, for the purposes hereof, have the same meaning ascribed to them in the Employment Agreement unless the context hereof clearly provides otherwise or unless otherwise defined herein.
2. Amendments. The Employment Agreement is hereby amended as follows:
(a) Section 5(a) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:
Base Salary. The Company shall pay Executive a salary equal to Three Hundred Fifty Thousand Dollars ($350,000.00) per year (as it may be increased from time to time the “Base Salary”), less applicable withholdings and deductions. Payment shall be made in accordance with the Company’s normal payroll practices. The Board shall annually review the Base Salary to determine whether an increase in the amount thereof is warranted.
(b) Section 5(b) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:
Discretionary Bonus. At the sole discretion of the Board, the Company shall pay the Executive an additional cash bonus (the “Discretionary Bonus”) in an amount equal to up to forty percent (40%) of his Base Salary, based upon the attainment by the Executive and the Company of certain financial, clinical development and business milestones (the “Milestones”) as established annually by the Board (or a committee thereof), after consultation with the Executive. Milestones for each calendar year shall be established by the Board, after consultation with the Executive, not more than sixty (60) days following the beginning of each calendar year. The Discretionary Bonus, if any, shall be payable in cash as a lump-sum payment
no later than seventy-five (75) days after the end of each calendar year.
3. Effectiveness of Amendments. The amendments set forth in Section 2 shall be effective as of January 1, 2011.
4. Conflicting Provisions. In the event of any conflict or inconsistency
between the provisions of this Amendment and those contained in the Employment Agreement, the provisions of this Amendment shall govern and control and be binding upon the parties hereto.
5. Miscellaneous Provisions.
(a) Except as modified by this Amendment, the Employment Agreement and all executory covenants, agreements, terms and conditions thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed.
(b) This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New Jersey, without giving effect to its principles of conflicts of laws.
(c) The covenants, agreements, terms and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and, except as may otherwise be provided in the Employment Agreement, as hereby modified and supplemented, their respective legal successors and assigns.
(d) This Amendment may not be changed orally but only by a writing signed by both parties hereto.
(e) This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.
Remainder of Page Intentionally Left Blank; Signature Page Follows
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.