a6126314ex10-1.htm


    
Exhibit 10.1

    


     

    AMENDMENT
TO EXECUTIVE

    CONSULTING
AGREEMENT


    


    THIS
AMENDMENT TO EXECUTIVE CONSULTING AGREEMENT (hereinafter “Agreement”) is entered
into by and between Akorn, Inc. (hereinafter “COMPANY”) and Raj Rai (hereinafter
“Consultant”), effective December 8, 2009.

     

    RECITALS

    


    A.           COMPANY
is a corporation doing business in the State of Illinois.

     

    B.           COMPANY
and Consultant are parties to an Executive Consulting Agreement effective June,
8, 2009 (“Agreement”) and desire to amend certain provisions as
follows:

     

    AGREEMENT

    


    In
consideration of the promises and of the mutual covenants contained herein, and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereby agree as follows:

     

    A.           Paragraph
3 of the Executive Consulting Agreement shall be deleted in its entirety and
replaced with the following:

     

    3.   Effective Date and
Term.  This Agreement shall remain in effect until it expires
on December 7, 2010, and thereafter the parties may endeavor to extend the term
of this Agreement.

     

    B.    Paragraph 4
of the Executive Consulting Agreement shall be deleted in its entirety and
replaced with the following:

     

    4.   Compensation.  COMPANY
shall pay Consultant Seventeen Thousand Nine Hundred Forty-Eight and 72/100
Dollars ($17,948.72) per month, beginning on June 8, through December 7,
2009.  Further, subject to approval by the COMPANY Board of Directors,
or a committee thereof, COMPANY will award Consultant Two Hundred Fifty Thousand
(250,000) stock options pursuant to the COMPANY’s stock option plan and grant
pursuant to terms set forth in a separate Stock Option Grant Agreement, which is
hereby referenced and incorporated herein (priced at closing price on Effective
Date of this Agreement and to fully vest on December 7, 2009). In addition, The
COMPANY shall pay Consultant the sum of Two Hundred Thousand Dollars ($200,000)
within forty-five days from December 7, 2009. Further, Beginning on December 8,
2009, the COMPANY shall pay Consultant Thirty Three thousand, Three Hundred
thirty Three Dollars ($33,333.00) per month for services performed pursuant to
this Agreement.  The payments shall be made through the term of this
Agreement unless this Agreement is terminated by COMPANY for Good Cause (as
defined herein). For the purposes of this Agreement, COMPANY has “Good Cause” to
terminate, effective immediately, this Agreement when:

     

    Consultant
fails or refuses to faithfully and diligently provide services pursuant to this
Agreement; or

     

    Consultant
fails or refuses to comply with the policies, standards and/or rules of COMPANY
which from time-to-time may be established; or

     

    Consultant
fails or refuses to act in accordance with any lawful direction or order of
COMPANY; or

     

    It is
determined that Consultant has conducted himself in an unprofessional,
unethical, illegal or fraudulent manner, or has acted in a manner detrimental to
the reputation, character or standing of COMPANY; including, but not limited to,
theft or misappropriation of COMPANY’s assets, engaging in unlawful
discriminatory or harassing conduct, working while under the influence of
alcohol or illegal drugs, the filing of false expense or related reports, or
being convicted of any felony or a misdemeanor involving moral turpitude;
or

     

    Consultant
violates any term or condition of this Agreement.

     

    C.    This
Amendment may be executed in counterparts and, if so executed, each such
counterpart shall have the force and effect of an original.  A
facsimile signature shall have the same force and effect as an original
signature.

     

    D.    Except as
provided herein, all provisions, terms and conditions of the original Executive
Consulting Agreement shall remain in full force and effect.

     

    IN WITNESS
HEREOF, the parties have executed this Amendment as of the date set forth
above.

     

    
      
        	 	 	 	 
	
                Dated:  December
      22, 2009

              	
              	/s/ Raj
      Rai	 
	 	 	Raj
      Rai	 
	 	 	 	 
	 	 	 	 


      

    

    
      
        	 	Akorn,
      Inc.	 
	 	 	 	 
	
                Dated:  December
      22, 2009

              	
                By:
      

              	
                /s/
      Joseph P. Bonaccorsi

              	 
	 	 	 	 
	 	 	Senior V.P. and
      General Counsel