AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No.1 dated as of September 16, 1997 to that
certain Employment Agreement (this "Amendment"), dated as of
January 1, 1997, by and between EMBRYO DEVELOPMENT CORPORATION, a
Delaware corporation (the "Company"), and XXXXXXX X. XXXXXXXX
(the "Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive entered into that
certain Employment Agreement dated as of January 1, 1997 (the
"Agreement"); and
WHEREAS, the Company and the Executive desire to amend the
Agreement to effect the changes provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Effective as of the date hereof, the Agreement is
hereby amended by deleting Section 1 and replacing it with the
following:
"Section 1. Employment. The Company hereby employs
Executive and the Executive hereby accepts such employment, as
Chief Executive Officer and Chief Financial Officer of the
Company, subject to the terms and conditions set forth in this
Agreement."
2. Effective as of the date hereof, the Agreement is
hereby amended by deleting Section 2 and replacing it with the
following:
"Section 2. Duties. The Executive shall serve as Chief
Executive Officer and Chief Financial Officer and shall properly
perform such duties as may be assigned to him from time to time
by the Board of Directors of the Company. If requested by the
Company, the Executive shall serve on the Board of Directors or
any committee thereof without additional compensation. During
the term of this Agreement, the Executive is not required to
devote all of his business time to the performance of his duties
and may pursue other activities which do not conflict with his
obligations to the Company under this Agreement."
3. Effective as of the date hereof, the Agreement is
hereby amended by deleting Section 4.1 and replacing it with the
following:
"4.1 Salary. Effective as of January 1, 1998 the Company
shall pay to the Executive an annual salary equal to sixty
thousand dollars ($60,000) per annum (the "Base Salary")less such
deductions as shall be required to be withheld by applicable law
and regulations. All salaries payable to Executive shall be paid
at such regular weekly, biweekly or semi-monthly time or times as
the Company makes payment of its regular payroll in the regular
course of business. In addition, the Company shall pay to the
Executive an annual bonus on December 31, 1997 and December 31,
1998 if the Executive is employed by the Company on those dates,
at the discretion of Directors which shall be at least ten (10%)
of the previous years Base Salary."
4. Effective as of the date hereof, the Agreement is
hereby amended by deleting Section 4.3 and replacing it with the
following:
"4.3 Options. As additional consideration, the Company
shall deliver to Executive an option to purchase 100,000 shares
of the Company's Common Stock exercisable at $.65 per share on
January 1, 1997. Further, the Company shall deliver to Executive
an option to purchase 400,000 shares of the Company's Common
Stock exercisable at the market price of such Common Stock as of
September 16, 1997. Both such options are immediately exercisable
and expire four (4) years from the date of issuance."
5. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard
to principles of conflicts of law.
6. Except as otherwise specifically set forth herein, all
of the terms and provisions of the Existing Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this
Amendment as of the day and year first above written.
EMBRYO DEVELOPMENT CORPORATION
By:/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title:Chairman
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
