Exhibit
10.4


 


AMENDMENT NO. 1 TO


EMPLOYMENT
AGREEMENT


 


THIS AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT is made and entered into as of May 22, 2006, by and
between Immucor, Inc., a Georgia corporation with its executive offices at 3130
Gateway Drive, Norcross, Georgia  30071
(herein referred to as “Employer” or the “Company”), and Ralph A. Eatz, residing at 1350 Treebrook
Court, Roswell, Georgia 30075, (herein referred to as “Employee”), and amends
the Employment Agreement between the Company and Employee dated May 1, 2004
(the “Original Agreement”).


 


The purpose of this
Amendment is to reflect that the parties wish to extend the term of the
Employee’s employment for an additional two years and one month (to put the
term on a fiscal year basis), and make the following amendments to the original
agreement appropriate to an extension. Except as amended below, the terms of
the Original Agreement will remain in effect.


 


1.             Section
3 of the Original Agreement is amended in its entirety to read as follows:


 


3.             Term of Employment


 


(a)           Employee’s employment hereunder shall commence on May 1, 2004
(hereinafter called the “Effective Date”) and shall continue through May 31,
2008, unless sooner terminated by the first to occur of the following:


 


[Subsections
3(a)(i) through 3(a)(v) have not been amended and are therefore omitted from
this Amendment.]


 


(b)           Beginning March 1, 2008, either party may initiate discussions with the
other party concerning a possible extension of this Agreement, under the same
or revised terms. If either party initiates such discussions, both parties will
enter into such discussions and continue them in good faith until May 31, 2008
(if either party wants to continue) or the extension of this Agreement,
whichever comes first.


 


(c)           If Employee’s employment hereunder terminates for any reason, other than
a termination for Cause under Section 3(a)(ii) above, any outstanding,
unexercised option granted to Employee before May 1, 2006 under the Company’s
1990 Stock Option Plan, 1995 Stock Option Plan, 1998 Stock Option Plan or 2003
Stock Option Plan shall immediately vest and become exercisable in full and
shall remain exercisable for the full term stated in such option plan or in any
written agreement between the Company and the Employee with respect to such
option. This will not apply to any option granted to Employee under any plan or
otherwise on or after May 1, 2006, and the terms of any such option shall be
governed by the plan under which it is granted, if any, and any written
agreement between the Company and the Employee with respect to such option.


 


2.             Section
7(c) of the Original Agreement is amended in its entirety to read as follows:


 


(c)           Upon a Change of Control, any outstanding, unexercised option granted to
Employee before May 1, 2006 under the Company’s 1990 Stock Option Plan, 1995
Stock Option Plan, 1998 Stock Option Plan or 2003 Stock Option Plan shall
immediately vest and become exercisable in full and shall remain exercisable
for the full term stated in such option plan or in any written agreement
between the Company and the Employee with respect to such option. This will not
apply to any option granted to Employee under any 


 

















 


plan or
otherwise on or after May 1, 2006, and the terms of any such option shall be
governed by the plan under which it is granted, if any, and any written
agreement between the Company and the Employee with respect to such option.


 


3.             Effective
June 1, 2006, Schedule A to the Original Agreement is amended to read as
attached.


 


The
parties have executed and delivered this Amendment as of the date first
mentioned above.


 


 


	
  IMMUCOR, INC.

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Edward L. Gallup

  	
   

  	
  /s.Ralph A. Eatz

  	
   

  
	
   

  	
  Edward L. Gallup,
  Chairman

  	
   

  	
  Ralph A. Eatz