Exhibit 10.7
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
XXXXX X. XXXX
THIS SECOND AMENDMENT dated August 16, 2006 (the "Amendment") among
Millennium Biotechnologies Group, Inc., a Delaware corporation ("Group"),
Millennium Biotechnologies, Inc. (the "Company"), and Xxxxx X. Xxxx (the
"Executive").
WHEREAS, the Executive is currently employed by the Company, a wholly
owned subsidiary of Group, under an Employment Agreement dated as of April 1,
2001 and amended as of November 11, 2005 (the "Employment Agreement"); and
WHEREAS, the Company and Group have entered into a letter of intent
with Aisling Capital II L.P. dated April 5, 2006 (the "Letter of Intent"), which
contemplates the sale of all assets of the Company to a new entity ("Newco") in
exchange for common stock of such new entity; and
WHEREAS, the Company and Group are presently negotiating the terms of a
proposed asset purchase agreement with Newco in furtherance of the terms of the
Letter of Intent (the "Asset Purchase Agreement"; and
WHEREAS, the parties contemplate that that Newco will employ the Executive
upon the Closing of the Asset Purchase Agreement pursuant to the terms of an
employment agreement between the Executive and Newco (the "Newco Employment
Agreement).
WHEREAS, the Executive, Group and the Company have agreed that subject to
and upon the closing of the Asset Purchase Agreement and the Newco Employment
Agreement (the "Closing"), the Employment Agreement will be amended as provided
herein.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the Company, Group and the Executive hereby agree as follows:
1. In the event that the Company shall enter into and close the Asset
Purchase Agreement and the Executive and Newco shall execute the Newco
Employment Agreement, the Employment Agreement herein shall be amended upon the
occurrence of the Closing to provide for the following:
(a) The Executive's employment pursuant to the Employment Agreement shall
terminate effective as of the date of the Closing.
(b) Upon such termination (a) the Executive shall be entitled to his Base
Salary through the date of termination and any benefits that are accrued and
unpaid as of the date of termination; and (b) the Executive shall not be
entitled to, and waives any claim or entitlement to any other remuneration or
compensation which would otherwise be due to the Executive upon the termination
of the Employment Agreement.
(c) The unvested options (the "Restricted Options") to purchase 200,000
shares of common stock granted by Group to the Executive pursuant to the
Employment Agreement shall vest upon the date of the Closing.
(d) The Executive shall be prohibited from selling, assigning or otherwise
transferring any of the securities issuable upon exercise of the Restricted
Options for a period of one year from the date of exercise thereof. The
Restricted Options may not be sold, assigned or transferred by the Executive to
any third party. The Restricted Options and the securities issuable upon the
exercise thereof shall not have any registration rights and/or piggyback
registration rights.
2. MISCELLANEOUS
(a) Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To the Company or Group, to it at:
Millennium Biotechnologies Group, Inc
000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Attention: President
with a copy to:
Xxxxxxxxx Xxxxx Xxxx & Xxxxx PLLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxx
To the Executive:
Xxxxx X. Xxxx
Any such notice or communication shall be sent certified or registered mail,
return receipt requested, or by facsimile, addressed as above (or to such other
address as such party may designate in writing from time to time), and the
actual date of receipt shall determine the time at which notice was given.
(b) Entire Agreement; Amendment. The Employment Agreement as amended by
this Second Amendment represents the entire agreement of the parties with
respect to the subject matter hereof and shall supersede any and all previous
contracts, arrangements or understandings between or among Group, the Company
and the Executive. The Agreement may be further amended at any time by mutual
written agreement of the parties hereto.
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(c) Counterparts. This Second Amendment may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Group have caused this Second
Amendment to be duly executed by their authorized representatives and the
Executive has hereunto set his hand, in each case effective as of the day and
year first above written.
Millennium Biotechnologies Group, Inc.
Millennium Biotechnologies, Inc.
By: /s/ Xxxxx Xxxx
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Executive
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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