OSTEOLOGIX, INC. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT
NO. 2
TO
This
Amendment No. 2 to Employment Agreement is dated as of June 5, 2008 (this
“Amendment”),
by
and between Osteologix, Inc., a Delaware Corporation (the “Company”),
and
Xx. Xxxxxx X. Xxxxx (the “Executive”).
RECITALS
A. The
Company and the Executive have previously entered into an Employment Agreement
dated as of April 3, 2007 and amended as of December 12, 2007 (the “Agreement”).
B. The
parties each desire to amend the Agreement as set forth herein.
In
consideration of the mutual promises, terms, provisions and conditions set
forth
in this Amendment, the parties hereby agree as follows:
AMENDMENT
1.
Section 5(g) is amended and restated in its entirety as follows:
(g)
Severance
Benefits
(i)
In
the
event that the Company terminates the Executive’s employment without Cause (as
defined above) or the Executive terminates his employment for Changed
Circumstances (as defined above), subject to the terms and conditions of this
Section 5(g), the Company will pay severance on a monthly basis to the Executive
and will provide the continuation of the benefits set forth in Section 4(e)
and
4(f) for a period of twelve (12) months from the date of
termination.
(ii)
The
severance amount and benefits continuation set forth in Section 5(g)(i) are
referred to herein as the “Severance Benefits.” The continuation of any group
health plan benefits shall be to the extent authorized by and consistent with
29
U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular
employer portion of the premium for such benefits paid by the Company. The
Executive’s right to receive Severance Benefits under Subsection 5(g)(i) is
conditioned upon (x) the Executive’s prior execution and delivery to the Company
of a general release of any and all claims and causes of action of the Executive
against the Company and its officers and directors, excepting only the right
to
any compensation, benefits and/or reimbursable expenses due and unpaid under
Sections 4 and/or 5(g)(i) of this Agreement, and (y) the Executive’s continued
performance of those obligations hereunder that continue by their express terms
after the termination of his employment, including without limitation those
set
forth in Sections 8, 9 and 10. Any
Severance Benefits to be paid hereunder shall be payable in accordance with
the
payroll practices of the Company for its executives generally as in effect
from
time to time, and subject to all required withholding of taxes.
2.
The first paragraph of Section 6 is amended and restated in its entirety as
follows:
6.
Change
in Control.
If the
Executive’s employment is terminated by the Company, with or without Cause or by
the Executive for Changed Circumstances, following the Change in Control Date,
the Executive shall receive those Severance Benefits provided in Section 5(g)(i)
plus
Executive’s pro rata Bonus Compensation to the date of termination, which
Severance Benefits shall be subject to the terms set forth in Section 5(g)(ii)
and shall be in lieu of any benefits to which the Executive is otherwise
entitled pursuant to Section 5(g). “Change in Control Date” means the first date
on which a Change in Control occurs. “Change in Control” means an event or
occurrence set forth in any one or more of subsections (a) through (c) below
(including an event or occurrence that constitutes a Change in Control under
one
of such subsections but is specifically exempted from another such
subsection):
3.
Except as expressly set forth herein, the Agreement remains in full force and
effect.
IN
WITNESS WHEREOF, this Amendment has been executed as sealed instrument by the
Executive and the Company by its duly authorized representative, as of the
date
first written above.
EXECUTIVE
/s/
Xxxxxx X.
Xxxxx
Xxxxxx
X.
Xxxxx
COMPANY
/s/
Xxxxx Xxxxxx
Xxxxxxxxx
By:
Chairman of the Board