EXHIBIT 10.22
EMPLOYMENT AGREEMENT
AMENDMENT NUMBER 1
AMENDMENT NUMBER 1, DATED DECEMBER 22 , 2001, (the Amendment) to
EMPLOYMENT AGREEMENT (the "Agreement") dated September 4, 2001, between
FLEMINGTON PHARMACEUTICAL CORPORATION, a New Jersey corporation (the
"Corporation"), 00 Xxxxx Xxxxx 00 Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 and XXXXXX
X. XXXXXX, 00000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (the "Executive").
W I T N E S S E T H
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WHEREAS, the parties entered into the Agreement on September 4, 2001; and,
WHEREAS, certain of the conditions of the Agreement have been satisfied,
and the parties wish to revise the terms and conditions of the Agreement, as
provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
herein contained, the parties agree as follows:
1. This Amendment is made pursuant to paragraph 13.8 of the Agreement. The
provisions hereof shall become effective on the date of this Amendment. All
terms of the Agreement not explicitly amended herein shall continue in effect as
originally written.
2. Paragraph 2.1 of the Agreement is revised to read as follows:
2.1 TERM. The Executive's employment under this Agreement (the "Term")
shall begin as of the Effective Date (as hereinafter defined) and
shall continue for a term of three (3) years, unless sooner terminated
pursuant hereto. Notwithstanding anything to the contrary contained
herein, the provisions of this Agreement governing Protection of
Confidential Information shall continue in effect as specified in
Section 10 hereof and survive the expiration or termination hereof.
3. Paragraph 3.1.1 of the Agreement is revised to read as follows:
3.1.1 INCREASE OF BASE SALARY. Effective upon the completion by the
Corporation of a capital raise of $5,000,000 ($3,000,000 of which has
already been completed), Executive's Base Salary shall be increased to
$180,000 per year, with a pro rata retroactive adjustment to December
12, 2001.
4. Paragraph 4.1 of the Agreement is amended to provide that the
presently unvested portion of the Nonplan Options described therein are fully
vested, effective immediately.
5. A new paragraph 4.3 is added to the Agreement, as follows:
4.3 If, as a result of Executive's efforts, the Corporation
successfully raises additional capital, through either a public or
private placement of the Corporation's common stock, in the amount of
$5,000,000 within two years of the date of this Amendment, the
Corporation shall grant Executive an additional 350,000 fully vested
Nonplan Options having an exercise price of $0.75 per share.
Notwithstanding anything contained herein to the contrary, the terms
and conditions set forth in the Nonplan Options document shall control
the terms and conditions on which the Nonplan Options shall vest,
continue in force and may be exercised. In addition, the Term of the
Agreement in paragraph 2.1 shall be extended by an additional period
of two (2) years. (Any additional capital raise directly by or through
the efforts of Paramount Capital shall be deemed to have been
concluded through Executive's efforts.)
6. Article 5, "Severance" is deleted in its entirety.
7. Paragraph 9.4 is deled in its entirety.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ATTEST: FLEMINGTON PHARMACEUTICAL
CORPORATION.
By: /s/ Xxxxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxx III
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Xxxxxx X. Xxxxxx, Secretary Xxxxx X. Xxxxxx III, Ph.D.
President
WITNESS:
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
