Exhibit 10.19


    Exhibit
      10.19

     

    SECOND
      AMENDMENT

     

    TO

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      SECOND AMENDMENT (the “Second Amendment”) to the EMPLOYMENT AGREEMENT (the
“Agreement”), is made in Hingham, Massachusetts as of the 1st
      day of
      January 2007, between Pathogenics, Inc. a Delaware corporation having its
      executive offices and principal place of business at 99 Derby Street, Suite
      200,
      Hingham, MA 02043 (the “Company”), and Frederic P. Zotos, an individual
      currently residing at 1623 Avalon Drive, Hull, MA 02045
      (“Employee”).

     

    WHEREAS,
      the Parties hereto entered into the Agreement dated March 15, 2005;

     

    WHEREAS,
      the Parties hereto entered into a First Amendment dated January 1, 2006 to
      the
      Agreement;

     

    WHEREAS,
      the Parties hereto desire to amend certain aspects of the
      Agreement;

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants and agreements hereinafter
      set forth, the Company and Executive agree as follows:


     

    1.  As
      of the
      date hereof, Section 1 shall be amended to read in its entirety as
      follows:

     

    Term.
      The term
      of this Agreement commenced on February 18, 2005 and shall continue from January
      1, 2007, for a period of forty-eight (48) consecutive months or until the date
      Employee’s employment is terminated in accordance with the terms hereof (the
“Term”).


     

    2.  As
      of the
      date hereof, Section 2 shall be amended to read in its entirety as
      follows:

     

    (a)  Employment
      by the Company.
      Employee
      agrees to be employed by the Company during the Term upon the terms and subject
      to the conditions set forth in this Agreement. Employee shall serve as the
      President and CEO of the Company.

     

    (b)  Performance
      of Duties.
      Employee
      shall have the title of President and CEO of the Company, and shall report
      to
      the Board of Directors of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)  Place
      of Performance.
      Employee
      shall be based at the Company’s offices located at the Employee’s discretion
      and/or at the Employee’s office at the Employee’s personal residence, and the
      Employee shall not be required to relocate to any other location. 

     

    


     

    
      	
            	3.	
              As
                of the date hereof, Section 3(a) shall be amended to read in its
                entirety
                as follows:

            


    

     

    Base
      Salary.
      The
      Company agrees to pay to Employee a base salary (“Base Salary”) at the annual
      rate of $200,000, payable in equal installments consistent with the Company’s
      payroll practices. The Company agrees to annually increase the Base Salary
      at a
      rate of ten percent (10%) above the rate for the preceding year. Notwithstanding
      the forgoing, the Employee may choose to defer and accrue a portion of the
      Base
      Salary. The salary deferral and accrual shall end and Company will pay the
      Employee in full the deferred and accrued salary amount hereunder upon the
      earlier of either the Employee’s own determination, the termination of
      employment of the Employee under the terms of this Agreement, or the expiration
      of the Term of this Agreement. The Employee shall receive interest on a monthly
      basis on any amount of deferred and accrued salary hereunder at an annual
      percentage rate of twelve percent (12%).

     

    


     

    
      	
            	4.	
              As
                of the date hereof, Section 3(c) shall be amended to read in its
                entirety
                as follows:

            


    

     

    Benefits
      and Perquisites.
      Employee
      shall be entitled to participate in, to the extent Employee is otherwise
      eligible under the terms thereof, the benefit plans and programs, and receive
      the benefits and perquisites, generally provided to the Company’s employees,
      including without limitation family medical insurance and life insurance.
      Employee shall be entitled to six weeks of vacation per year, increasing
      annually at a rate of one week above the preceding year. Vacation not taken
      during the applicable fiscal year shall be accrued and carried over to the
      next
      fiscal year, and thereafter until it is either used by the Employee or paid
      for
      by the Company. Employee shall be entitled to reimbursement for the full-time
      use of an automobile, including all insurance, maintenance and operating
      expenses.


     

    
      	
            	5.	
              As
                of the date hereof, Section 4 shall be amended to read in its entirety
                as
                follows:

            


    

     

    (a)
      Termination.
      The
      Company may terminate Employee’s employment for Cause (as defined below) or for
      any breach of this Agreement, in which case the provisions of Section 4(b)
      of
      this Agreement shall apply. The Company may also terminate Employee’s employment
      in the event of Employee’s Death or Disability (as defined below), in which case
      the provisions of Section 4(c) of this Agreement shall apply. The Company may
      also terminate the Employee’s employment for any other reason by written notice
      to Employee, in which case the provisions of Section 4(d) of this Agreement
      shall apply. The Employee may terminate the Employee’s employment by reason of
      Employee’s retirement or voluntary resignation (only without Good Reason as
      defined in Section 4(f) herein), in which case the provisions of Section 4(b)
      of
      this Agreement shall apply. The Employee may also terminate the Employee’s
      employment for any Good Reason by written notice to the Company, in which case
      the provisions of Sections 4(d) of this Agreement shall apply. 

     

    
      
        
        

      

      
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    (b)
      Termination
      for Cause; Termination by Reason of Retirement or Voluntary Resignation (without
      Good Reason).
      In the
      event that Employee’s employment hereunder is terminated during the Term (x) by
      the Company for Cause (as defined below), (y) by reason of Employee’s retirement
      or (z) by reason of Employee’s voluntary resignation (only without Good Reason
      as defined in Section 4(f) herein), then the Company shall pay to Employee
      only
      the Base Salary through such date of termination. For purposes of this
      Agreement, “Cause” shall mean conviction of a felony that results in material
      and demonstrable damage to the business or reputation of the Company.
      Notwithstanding the forgoing, the Company shall also pay the Employee in full
      any deferred and accrued salary owed under Section 3(a) of this Agreement,
      and
      any accrued and unused vacation pay owed under Section 3(c) of this
      Agreement.

     

    (c)
      Death
      or Disability.
      If, as a
      result of Employee’s death or incapacity due to physical or mental illness,
      Employee shall have been absent from Employee’s duties hereunder on a full time
      basis for one hundred eighty (180) days within any three hundred sixty-five
      (365) day period, the Company may terminate Employee’s employment hereunder for
“Death or Disability.” In that event, the Company shall pay to Employee or the
      estate of the Employee the Base Salary, compensation and benefits for the
      balance of the Term, and Severance Pay equal to twelve (12) months of the Base
      Salary on such date of termination (“Severance Pay”), which Severance Pay shall
      be paid in full within thirty (30) days of such date of termination.
      Notwithstanding the forgoing, the Company shall also pay the Employee or the
      estate of the Employee in full any deferred and accrued salary owed under
      Section 3(a) of this Agreement, and any accrued and unused vacation pay owed
      under Section 3(c) of this Agreement. During any period that Employee fails
      to
      perform Employee’s duties hereunder as a result of incapacity due to physical or
      mental illness (a “Disability Period”), Employee shall continue to receive the
      compensation and benefits provided by Section 3 of this Agreement until
      Employee’s employment hereunder is terminated; provided,
      however,
      that the
      amount of compensation and benefits received by Employee during the Disability
      Period shall be reduced by the aggregate amounts, if any, payable to Employee
      under disability benefit plans and programs of the Company or under the Social
      Security disability insurance program. 

     

    (d)
      Termination
      By Company For Any Other Reason; Termination by Employee for Good
      Reason.
      In the
      event that Employee’s employment hereunder is terminated by the Company during
      the Term for any reason other than as provided in Section 4(b) of this Agreement
      or by the Employee for Good Reason as provided in Section 4(f) of this
      Agreement, then the Company shall pay to Employee the Base Salary, compensation
      and benefits for the balance of the Term, and Severance Pay equal to twelve
      (12)
      months of the Base Salary on such date of termination, which Severance Pay
      shall
      be paid in full within thirty (30) days of such date of termination.
      Notwithstanding the forgoing, the Company shall also pay the Employee in full
      any deferred and accrued salary owed under Section 3(a) of this Agreement,
      and
      any accrued and unused vacation pay owed under Section 3(c) of this Agreement.
      

     

    
      
        
        

      

      
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    (e)
      No
      Further Liability; Release.
      Payment
      made and performance by the Company in accordance with this Section 4 shall
      operate to fully discharge and release the Company and its directors, officers,
      employees, subsidiaries, affiliates, stockholders, successors, assigns, agents
      and representatives from any further obligation or liability with respect to
      Employee’s employment and termination of employment. Other than paying
      Employee’s Base Salary, compensation and benefits for the balance of the Term
      and making any severance payment pursuant to and in accordance with this Section
      4 (as applicable), the Company and its directors, officers, employees,
      subsidiaries, affiliates, stockholders, successors, assigns, agents and
      representatives shall have no further obligation or liability to Employee or
      any
      other person under this Agreement. The Company shall have the right to condition
      the payment of any severance pursuant to this Section 4 upon the delivery by
      Employee to the Company of a release in form and substance satisfactory to
      the
      Company of any and all claims Employee may have against the Company and its
      directors, officers, employees, subsidiaries, affiliates, stockholders,
      successors, assigns, agents and representatives arising out of or related to
      Employee’s employment by the Company and the termination of such
      employment.

     

    (f)
      Termination
      by Employee for Good Reason.
      The
      Employee may terminate his employment for “Good Reason” after giving the Company
      detailed written notice thereof, if the Company shall have failed to cure the
      event or circumstance constituting “Good Reason” within ten (10) business days
      after receiving such notice. Good Reason shall mean the occurrence of any of
      the
      following without the written consent of the Employee:

     

    (i)  the
      assignment to the Employee of duties inconsistent with this Agreement or a
      change in his title or authority;

     

    (ii)  any
      failure by the Company to comply with Section 3 hereof in any material
      way;

     

    (iii)  the
      requirement of the Employee to relocate to locations other than those provided
      in Section 2(c) hereof;

     

    (iv)  the
      failure of the Company to comply with and satisfy Section 7(a) of this
      Agreement; or

     

    (v)  any
      material breach by the Company.

     

    The
      Employee’s continued employment shall not constitute consent to, or a waiver of
      rights with respect to, any act or failure to act constituting Good Reason
      hereunder.

     

    


     

    
      	
            	6.	
              As
                of the date hereof, Section 8(r) shall be amended to read in its
                entirety
                as follows:

            


    

     

    (r)
      Legal
      Fees and Expenses.
      If any
      contest or dispute shall arise between the Company and the Employee regarding
      the Employee’s interpretation of or determinations under this Agreement, or any
      actual, threatened or contemplated litigation or legal, administrative or other
      proceeding involving any provision of this Agreement, the Company shall pay
      the
      Employee for all legal fees, court costs, fees of experts and other costs
      expenses when reasonably incurred by the Employee in connection with such
      contest or dispute. Such reimbursement shall be made as soon as practicable
      following their submission to the Company to the extent the Company receives
      reasonable written evidence of such fees and expenses. 

     

    
      
        
        

      

      
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    IN
      WITNESS
      WHEREOF, the Company has caused this Second Amendment to be duly executed on
      its
      behalf by an officer thereunto duly authorized and Executive has duly executed
      this Agreement, all as of the date and year first written above.

     

    

      	
              PATHOGENICS,
                INC.

            	 	
              EMPLOYEE:

            	 
	
                                                  

            	 	
                                                  

            	 
	 	 	 	 
	
              Frederic
                P. Zotos, Esq.

            	 	
              
                Frederic
                  P. Zotos, Esq.

              

            	 
	
              President
                & CEO

            	 	 	 


    

     

     

     

     

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