Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is entered into between Innovex,
Inc., a Minnesota corporation (collectively, with its subsidiaries, affiliates
and parent companies, "Innovex" or the "Company"), and Xxxxxxx Xxxxxxx
("Employee") as of January 16, 2008.
WHEREAS, the Company and Employee entered into an Employment Agreement dated
October 19, 2005 (the "Agreement"), and
WHEREAS, the Company and Employee desire to amend the Agreement on the terms set
forth herein.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, it is hereby agreed by and between the parties hereto as
follows:
1. Sections 1 and 2 of the Agreement are hereby amended in their entirety to
read as follows:
"1. Employment and Term. Innovex agrees to employ the Employee and the
Employee agrees to serve Innovex until terminated by the Employee or
Innovex with or without Good Cause or with or without Good Reason upon
written notice. If not sooner terminated, Employee's employment with the
Company shall end on the first anniversary date of this Agreement.
Effective as of the date of this Agreement, Employee resigns his position
as President and Chief Executive Officer of Innovex, but shall continue
as an employee under the terms of this Agreement.
2. Duties. The Employee shall have only such duties and responsibilities
as may be assigned to him by the Board of Directors. Employee shall
faithfully and diligently do and perform all such acts and duties and
furnish such services for Innovex as the Board shall direct."
2. Sections 5.1 and 5.3 of the Agreement are amended in their entirety to
read as follows:
"5.1 Termination of Employment.
If Employee's employment is terminated by the Company or Employee for any
reason (including any reason described in Section 5.3.1), other than Good
Cause, base salary and the employer share of Employee's Innovex group
health and dental premiums will continue to be paid for 365 days from
Employee's termination date, subject to 5.6, 5.7 and Employee's other
obligations hereunder, provided the 365 day period shall be reduced by
one day for each day after the date hereof that Employee continues in the
employ of the Company. If Employee's termination is for Good Cause, his
base salary and benefits will be paid only through his termination date.
5.3 Change in Control.
5.3.1. If Employee's employment is terminated without Good Cause or
Employee resigns for Good Reason following a Change in Control, he will
receive, in addition to the payments as required for a termination under
Section 5.1, (i) continuation of base salary for a period of six months
from and after the base salary payments in Section 5.1 cease, (ii)
continuation of payment of the employer share of Employee's Innovex group
health and dental premiums for a period of six months from and after the
payments of such premiums cease under Section 5.1 and (ii) immediate 100%
vesting of any unvested stock options (such payments and option vesting,
collectively, the "Parachute Payments"). Approval of this Agreement by
the Compensation Committee of the Board shall be deemed approval of the
vesting of options as provided in the immediately preceding sentence for
all purposes under Innovex stock purchase and stock option plans and
programs. Employee's right to the benefits provided in this 5.3.1 is
contingent upon the requirements of 5.6 and 5.7, and his compliance with
his other obligations hereunder.
5.3.2. If the Employee or Innovex would be subject to excise tax or
denial of deduction under Sections 280G and 4999 of the Internal Revenue
Code as a result of the Parachute Payments described in 5.3.1, Innovex
shall reduce or eliminate such payments to the extent necessary to reduce
the aggregate "present value" (as defined in Section 280G(d)(4) of the
Code) of such payments to $100 less than an amount equal to three times
Employee's "base amount" (as defined in 280G(b)(3)(a) and (d)(1) and (2)
of the Code) so that Employee is not subject to tax under Section 4999
and no Innovex deduction is disallowed pursuant to Section 280G(a)."
3. Section 5.2 is hereby deleted and all references to such section in the
Agreement shall be without force or effect.
4. Except as provided in this Amendment No. 1 to Employment Agreement, all
of the terms and conditions of the Agreement remain in full force and
effect.
AGREED:
Dated:1/16/08 /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
INNOVEX, INC.
Dated: 1/16/08 By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Its: President and CEO
