EXHIBIT 10.24


 


Amendment to Employment Agreement


 


This Amendment is made, entered into, and is
effective as of the Amendment Date, by and between the Company and the
Executive.


 


Article 1. Definitions


 


1.0                                 Unless
otherwise defined herein, the terms used herein shall have the meanings
ascribed to them in Article 2. of the Employment Agreement.


 


1.1                                 “Amendment”
shall mean this amendment to the Employment Agreement.


 


1.2                                 “Amendment
Date” shall mean January 22, 2003.


 


1.3                                 “Employment
Agreement” shall mean that certain agreement entered into by and between the
Company and the Executive as of January 1, 2002 and which subsequent thereto
was filed by the Company with the Securities and Exchange Commission.


 


Article 2. Amendments


 


2.0                                 The
Employment Agreement is hereby amended, as of the Amendment Date, as set forth
in Sections 2.1 through 2.5.


 


2.1                                 Section
3.1 of the Employment Agreement is rewritten to read in its entirety as
follows:


 


3.1                                 During
the term of this Agreement, the Executive agrees to serve as Executive Vice
President, Chief Administrative Officer and as General Counsel and Secretary of
the Company or in such other position which Executive shall agree to accept or
to which Executive shall be promoted during the Term and Executive shall report
directly to the Chief Executive Officer, and shall maintain the level of duties
and responsibilities as in effect as of February 1, 2003, or such higher level
of duties and responsibilities as Executive may be assigned during the Term
(the “Position”).


 


2.2                                 Section
5.1 of the Employment Agreement is rewritten to read in its entirety as
follows:


 


5.1                                 Base Salary.  The
Company shall pay the Executive a Base Salary in an amount which shall be
established from time to time by the Board of Directors of the Company or the Board’s
designee; provided, however, that


 


1












 








 


such Base Salary shall not be less than
THREE-HUNDRED-TWENTY- FIVE-THOUSAND-EIGHT-HUNDRED-SIXTY-EIGHT-DOLLARS
(US$325,868) per year.


 


(a)          This Base Salary shall
be paid to the Executive in equal installments throughout the year, consistent
with the normal payroll practices of the Company.


 


(b)         The Base Salary shall be
reviewed at least annually following the Effective Date of this Agreement,
while this Agreement is in force, to ascertain whether, in the judgment of the
Board or the Board’s designee, such Base Salary should be increased based
primarily on the performance of the Executive during the year. If so increased,
the Base Salary as stated above shall, likewise, be increased for all purposes
of this Agreement and shall not, in any event, be decreased in any year.


 


2.3                                 Section
7.4(c) of the Employment Agreement is rewritten to read in its entirety as
follows:


 


(c)          For purposes of this
Section 7.4, the term “Service Multiple” shall be defined as being equal to
one-and-seventy-five-hundredths (1.75);


 


2.4                                 Sections
7.6(d)(1) and (d)(2) and (d)(3) of the Employment Agreement are rewritten to
read in their entirety as follows:


 


(d)         Upon a termination of the
Executive’s employment for Good Reason during the Term, and following the
expiration of the sixty (60) day notice period, the Company shall pay and
provide to the Executive the following:


 


(1)          An amount equal to
one-and-seventy-five-hundredths (1.75) times the Executive’s annual Base Salary
established for the fiscal year in which the Effective Date of Termination
occurs;


 


(2)          An amount equal to
one-and-seventy-five-hundredths (1.75) times the Executive’s targeted Annual
Bonus award established for the fiscal year in which the Effective Date of
Termination occurs;


 


(3)          A continuation of the
welfare benefits of health care, life and accidental death and dismemberment,
and disability insurance coverage for twenty-one (21) months after the
Effective Date of Termination (or if continuation under the Company’s then
current plans is not allowed, then provision at the Company’s expense but
subject to payment by Executive of those payments which Executive would have
been obligated to make under the Company’s then current plan, of substantially
similar welfare benefits from one or more third party providers). These
benefits shall be provided to the Executive at the same coverage level, as in
effect as of the Effective Date of


 


2

















 


Termination and at the same premium cost to
the Executive which was paid by the Executive at the time such benefits were
provided. However, in the event the premium cost and/or level of coverage shall
change for all employees of the Company, or for management employees with
respect to supplemental benefits, the cost and/or coverage level, likewise,
shall change for the Executive in a corresponding manner. The continuation of
these welfare benefits shall be discontinued prior to the end of the twenty-one
(21) month period in the event the Executive has available substantially
similar benefits at a comparable cost to the Executive from a subsequent
employer, as determined by the Compensation Committee (or, in the event the
Compensation Committee ceases to exist, the Board);


 


2.5                                 Section
8.3 of the Employment Agreement is rewritten to read in its entirety as
follows:


 


8.3                                 Severance
Benefits Paid upon a Qualifying Termination.  In the event the Executive
becomes entitled to receive CIC Severance Benefits, the Company shall pay to
the Executive and provide him the following:


 


(a)                        An amount
equal to two-and-twenty-five-hundredths (2.25)  times the Executive’s annual
Base Salary established for the fiscal year in which the Effective Date of
Termination occurs;


 


(b)                       An amount
equal to two-and-twenty-five-hundredths (2.25)  times the Executive’s
targeted Annual Bonus award established for the fiscal year in which the
Executive’s Effective Date of Termination occurs;


 


(c)                        An amount
equal to the Executive’s unpaid Base Salary and accrued but unused vacation pay
through the Effective Date of Termination;


 


(d)                       All
outstanding long-term incentive awards shall be subject to the treatment
provided under the applicable long-term incentive plan of the Company;


 


(e)                        A continuation
of the welfare benefits of health care, life and accidental death and
dismemberment, and disability insurance coverage for twenty-seven (27)  months
after the Effective Date of Termination (or if continuation under the Company’s
then current plans is not allowed, then provision at the Company’s expense but
subject to payment by Executive of those payments which Executive would have
been obligated to make under the Company’s then current plan, of substantially
similar welfare benefits from one or more third party providers).


 


(1)                         These
benefits shall be provided to the Executive at the same coverage level, as in
effect as of the Effective Date of Termination or, if greater, as in effect
sixty (60) days prior to


 


3

















 


the date of the Change in Control, and at the
same premium cost to the Executive which was paid by the Executive at the time
such benefits were provided.


 


(2)                         In the
event the premium cost and/or level of coverage shall change for all employees
of the Company, or for management employees with respect to supplemental
benefits, the cost and/or coverage level, likewise, shall change for the
Executive in a corresponding manner.


 


(3)                         The
continuation of these welfare benefits shall be discontinued prior to the end
of the  twenty-seven
(27)  month
period in the event the Executive has available substantially similar benefits
at a comparable cost to the Executive from a subsequent employer, as determined
by the Compensation Committee (or, in the event the Compensation Committee
ceases to exist, the Board).


 


Article 3. Miscellaneous


 


3.0                       Except for
those provisions of the Employment Agreement specifically amended as set forth
in Article 2 of this Amendment, the remaining terms of the Employment Agreement
shall remain in full force and effect as set forth therein.


 


IN WITNESS WHEREOF,
the Company, through its duly authorized representative, and the Executive have
executed this Amendment as of the Amendment Date.


 


	
   

  	
   

  	
  Executive:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert M. Shaw

  	
   

  
	
   

  	
   

  	
  Robert M. Shaw

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Company:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bio-Technology
  General Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Sim Fass

  	
   

  
	
   

  	
   

  	
  Sim Fass

  	
   

  
	
   

  	
   

  	
  Chairman
  & CEO

  	
   

  
						



 


4