FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
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THIS FIRST AMENDMENT dated November 11, 2005 (the "Amendment") among
Millennium Biotechnologies Group, Inc., a Delaware corporation ("Group"),
Millennium Biotechnologies, Inc. (the "Company"), and ▇▇▇▇▇ ▇▇▇▇ (the
"Executive").
WHEREAS, the Executive is employed by the Company, a wholly owned
subsidiary of Group, under an Employment Agreement dated as of April 1, 2001
(the "Agreement");
WHEREAS, the Company desiring to secure the continued services of the
Executive, and the Executive desiring to continue in the employment of the
Company have agreed to amend the Agreement 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 to amend the
Agreement, as follows:
1. Section "2" of the Agreement is amended to read as follows:
2. Term of Employment. The Executive's employment under this
Agreement shall be deemed effective as of April 1, 2001 and shall
terminate on the earliest of (i) December 31, 2010, (ii) the death
of the Executive or (iii) the termination of the Executive's
employment pursuant to this Agreement (the "Employment Term").
2. Section "2" of the Agreement is amended to read as follows:
2.1. Base Salary. The Executive shall be entitled to receive a base
salary ("Base Salary") at a rate of $300,000 per annum, payable in
arrears in equal installments in accordance with the Company's
payroll practices, with such increases as may be provided in
accordance with the terms hereof. Once increased, such higher amount
shall constitute the Executive's annual Base Salary.
2.2. Increase in Base Salary. Immediately following the first fiscal
quarter in which the Company shall have achieved annualized revenues
in excess of $5,000,000, the Base Salary shall be increased to the
rate of $400,000 per annum. Immediately following the first fiscal
quarter in which the Company shall have achieved annualized revenues
in excess of $10,000,000, the Base Salary shall be increased to the
rate of $500,000 per annum.
2.3 Stock Options. Group shall issue to the Executive options
("Options") to purchase 5,000,000 shares of common stock of which
(a) Options for the first 1,000,000 shares shall vest and become
exercisable immediately following the first fiscal year in which the
Company shall have achieved annual revenues in excess of $5,000,000;
(b) Options for the second 1,000,000 shares shall vest and become
exercisable immediately following the first year in which the
Company shall have achieved annual revenues in excess of
$10,000,000; (c) Options for the third 1,000,000 shares shall vest
and become exercisable immediately following the first year in which
the Company shall have achieved annual revenues in excess of
$15,000,000; (d) Options for the fourth 1,000,000 shares shall vest
and become exercisable immediately following the first year in which
the Company shall have achieved annual revenues in excess of
$20,000,000; and (e) Options for the fifth 1,000,000 shares shall
vest and become exercisable immediately following the first year in
which the Company shall have achieved annual revenues in excess of
$25,000,000. Notwithstanding the foregoing, in the event of (i) a
Change of Control; (ii) the Executive's employment is terminated by
the Company Without Cause; (iii) employment hereunder is terminated
by the Executive for Good Reason; (iv) the Death of the Executive;
and/or (v) Permanent Disability of the Executive, the Options which
have not previously vested, shall immediately vest and become
exercisable upon such event. The Options shall be exercisable at a
price of $.50 per share for a period of five years from the date of
this First Amendment, shall provide for cashless exercise and
piggyback registration rights and shall be in the form of Option
annexed to this Agreement. "Change of Control" shall mean (i) the
transfer (in one transaction or a series of transactions) of all or
substantially all of the assets of Group or the Company to any
person or group (as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"));
(ii) the liquidation or dissolution of Group or the Company or the
adoption of a plan by the stockholders of Group or the Company
relating to the dissolution or liquidation of either Group or the
Company; or (iii) the acquisition by any person or group (as such
term is used in Section 13(d)(3) of the Exchange Act) of beneficial
ownership, directly or indirectly, of more than 50% of the aggregate
ordinary voting power of Group or the Company.
3. MISCELLANEOUS
3.1. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
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To the Company or Group, to it at:
Millennium Biotechnologies Group, Inc
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Attention: President
with a copy to:
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
To the Executive:
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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.
3.4. Entire Agreement; Amendment. This Agreement as amended by the First
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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3.5. Counterparts. This First 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 First 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Executive
/s/ ▇▇▇▇▇ ▇▇▇▇
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