**EXHIBIT 10.24**

 

**Amendment to Employment Agreement**

 

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

 

## **Article 1. Definitions**

 

1.0                                 Unlessotherwise defined herein, the terms used herein shall have the meaningsascribed to them in Article 2. of the Employment Agreement.

 

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

 

1.2                                 “AmendmentDate” shall mean January 22, 2003.

 

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

 

## **Article 2. Amendments**

 

2.0                                 TheEmployment Agreement is hereby amended, as of the Amendment Date, as set forthin Sections 2.1 through 2.5.

 

2.1                                 Section3.1 of the Employment Agreement is rewritten to read in its entirety asfollows:

 

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

 

2.2                                 Section5.1 of the Employment Agreement is rewritten to read in its entirety asfollows:

 

5.1                                 **Base Salary**.****TheCompany shall pay the Executive a Base Salary in an amount which shall beestablished from time to time by the Board of Directors of the Company or the Board’sdesignee; provided, however, that

 

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

 

(a)          This Base Salary shallbe paid to the Executive in equal installments throughout the year, consistentwith the normal payroll practices of the Company.

 

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

 

2.3                                 Section7.4(c) of the Employment Agreement is rewritten to read in its entirety asfollows:

 

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

 

2.4                                 Sections7.6(d)(1) and (d)(2) and (d)(3) of the Employment Agreement are rewritten toread in their entirety as follows:

 

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

 

(1)          An amount equal toone-and-seventy-five-hundredths (1.75) times the Executive’s annual Base Salaryestablished for the fiscal year in which the Effective Date of Terminationoccurs;

 

(2)          An amount equal toone-and-seventy-five-hundredths (1.75) times the Executive’s targeted AnnualBonus award established for the fiscal year in which the Effective Date ofTermination occurs;

 

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

 

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Termination and at the same premium cost tothe Executive which was paid by the Executive at the time such benefits wereprovided. However, in the event the premium cost and/or level of coverage shallchange for all employees of the Company, or for management employees withrespect to supplemental benefits, the cost and/or coverage level, likewise,shall change for the Executive in a corresponding manner. The continuation ofthese welfare benefits shall be discontinued prior to the end of the twenty-one(21) month period in the event the Executive has available substantiallysimilar benefits at a comparable cost to the Executive from a subsequentemployer, as determined by the Compensation Committee (or, in the event theCompensation Committee ceases to exist, the Board);

 

2.5                                 Section8.3 of the Employment Agreement is rewritten to read in its entirety asfollows:

 

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

 

(a)                        An amountequal to two-and-twenty-five-hundredths (2.25)****times the Executive’s annualBase Salary established for the fiscal year in which the Effective Date ofTermination occurs;

 

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

 

(c)                        An amountequal to the Executive’s unpaid Base Salary and accrued but unused vacation paythrough the Effective Date of Termination;

 

(d)                       Alloutstanding long-term incentive awards shall be subject to the treatmentprovided under the applicable long-term incentive plan of the Company;

 

(e)                        A continuationof the welfare benefits of health care, life and accidental death anddismemberment, and disability insurance coverage for twenty-seven (27)****monthsafter the Effective Date of Termination (or if continuation under the Company’sthen current plans is not allowed, then provision at the Company’s expense butsubject to payment by Executive of those payments which Executive would havebeen obligated to make under the Company’s then current plan, of substantiallysimilar welfare benefits from one or more third party providers).

 

(1)                         Thesebenefits shall be provided to the Executive at the same coverage level, as ineffect as of the Effective Date of Termination or, if greater, as in effectsixty (60) days prior to

 

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

 

(2)                         In theevent the premium cost and/or level of coverage shall change for all employeesof the Company, or for management employees with respect to supplementalbenefits, the cost and/or coverage level, likewise, shall change for theExecutive in a corresponding manner.

 

(3)                         Thecontinuation of these welfare benefits shall be discontinued prior to the endof the****twenty-seven(27)****monthperiod in the event the Executive has available substantially similar benefitsat a comparable cost to the Executive from a subsequent employer, as determinedby the Compensation Committee (or, in the event the Compensation Committeeceases to exist, the Board).

## ** **

## **Article 3. Miscellaneous**

 

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

 

**IN WITNESS WHEREOF**,the Company, through its duly authorized representative, and the Executive haveexecuted 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               |   |
|        |        |                                   |        |  |  |

 

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