Exhibit 10.13.1


 


FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT


 


This 1st AMENDMENT TO
EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective January 21,
2009 (the “Effective Date”) by and
between David P. Wright (the “Executive”)
and PharmAthene, Inc., a Delaware corporation (the “Company”).


 


WITNESSETH:


 


WHEREAS,
the Executive and the Company are parties to an employment agreement, dated August 3,
2007 (the “Agreement”); and


 


WHEREAS, the parties, with the authorization
of the Company’s Board of Directors, desire to amend the Agreement to modify
the vesting schedule of a restricted share grant previously awarded to the
Executive.


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and obligations
hereinafter set forth, the parties hereto hereby agree as follows:


 


1.     The
final two sentences of Section 3.e.i of the Agreement are amended and
restated in their entirety as follows:


 


“The shares issued under the Initial
Restricted Stock Award (the “Restricted
Shares”) shall, subject to possible acceleration of vesting as
otherwise provided herein, vest over a 5 year period with (a) 25% of the
Restricted Shares subject to the Initial Restricted Stock Award vesting on August 30,
2008, (b) 6.25% of the Restricted Shares vesting monthly over the four
months September through December 2008, (c) 12.5% of the
Restricted Shares vesting on August 30, 2009,  and (d) 18.75% of the Restricted Shares
subject to the Initial Restricted Stock Award vesting on each of August 30,
2010, August 30, 2011 and August 30, 2012 such that 100% of the
Restricted Shares shall be vested on August 30, 2012.  All Restricted Shares (including any shares
received by the Executive with respect to the Restricted Shares as a result of
stock dividends, stock splits or any other form of recapitalization) shall be
subject to (1) customary restrictions on ownership and transfer set forth
in the restricted stock agreement and (2) the vesting requirements set
forth in this Section 3(e); provided, however, that such vesting
requirements shall be modified upon the termination of the Executive’s
employment, other than in the event of Voluntary Termination or Termination for
Cause, in accordance with Section 9 of this Agreement.”


 


2.               Executive acknowledges and agrees that as of
the Effective Date 25% of the Initial Restricted Stock Award vested on August 30,
2008, that an additional 6.25% of  the
Initial Restricted Stock Award vested over the four months September through
December 


 


1

















 


2008,
and that no other Restricted Shares shall be deemed to be vested.  In accordance with Section 1 of this
Amendment and the Company’s 2007 Long-Term Incentive
Plan, no other Restricted Shares
shall vest until August 30, 2009.


 


3.               Except as specifically set forth above in
Sections 1 and 2 of this Amendment, the Agreement remains unchanged and in full
force and effective.  Capitalized terms
not otherwise defined in this Amendment shall have the respective meanings set
forth in the Agreement.


 


4.               As of the Effective Date and without any
further action by the parties, the restricted stock agreement issued in
connection with the Initial
Restricted Stock Award shall be deemed modified to be consistent with the
changes set forth in Sections 1 and 2 of this Amendment.


 


IN WITNESS WHEREOF,
the parties have duly executed this Amendment effective as
of the Effective Date.


 


	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  David P. Wright 

  
	
   

  	
   

  	
  Dated:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHARMATHENE, INC.
  

  
	
   

  	
   

  	
  (fka/HEALTHCARE
  ACQUISITION CORP.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name: Christopher
  C Camut

  
	
   

  	
   

  	
  Title:
  VP & CFO 

  
	
   

  	
   

  	
  Dated:

  



 


2