Exhibit 10.1


 


FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT


 


This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
(this “Amendment”) is entered into as of this 6th day of January, 2006
by and between Advanced Life Sciences, Inc., an Illinois corporation (“ALS”),
and John L. Flavin (the “Executive”) to amend the terms of that certain Employment
Agreement dated April 11, 2005 between ALS and the Executive (the “Agreement”).


 


WHEREAS, ALS and the Executive entered into
the Agreement on April 11, 2005;


 


WHEREAS, the parties wish to amend the
Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the
foregoing recitals, the parties hereto, intending to be legally bound, agree as
follows:


 


1.     Incorporation
of the Agreement.  All capitalized
terms which are not defined herein shall have the same meanings as set forth in
the Agreement, and the Agreement, to the extent not inconsistent with this
Amendment, is incorporated herein by this reference as though the same was set
forth in its entirety.  To the extent any
terms and provisions of the Agreement are inconsistent with the amendments set
forth in Paragraph 2 below, such terms and provisions shall be deemed
superseded hereby.  Except as
specifically set forth herein, the Agreement shall remain in full force and
effect and its provisions shall be binding on the parties hereto.


 


2.               Amendment of
the Agreement. 
The Agreement is hereby amended as follows:


 


a.               Section 4(a) of the
Agreement shall be deleted in its entirety and replaced with the following
language:


 


“Salary.  The Company shall pay to the Executive an
annual base salary of $220,000 (“Base Salary”), payable in substantially equal
installments no less frequently than monthly in accordance with the Company’s
applicable payroll practices.  The amount
of Base Salary shall be reviewed annually by the Chief Executive Officer to
determine whether to increase the Base Salary on a prospective basis and may be
increased by the Compensation Committee of the Board without amendment to the
Agreement.  The Executive’s Base Salary
shall not be reduced after any increase, without the Executive’s consent.”


 


b.              Section 4(b) of the
Agreement shall be deleted in its entirety and replaced with the following
language:


 


“Bonus.  The Executive shall be eligible to
participate throughout the Term in the Company’s annual bonus plan or any
similar or successor bonus plan (“Bonus Plan”) in accordance with the
Company’s compensation practices and the terms and provisions of the Bonus
Plan.  During the 2006 fiscal year of the
Company, the maximum bonus that the Executive may receive is $66,000. The
maximum bonus amount shall be reviewed annually by the Chief Executive Officer
to determine whether to increase the maximum bonus amount on a prospective
basis and may be increased by the Compensation Committee of the Board without
amendment to the Agreement.”


 


3.               Effectuation.  Except as amended by this Amendment, the
provisions of the Agreement shall continue for all purposes without
interruption and the Agreement shall remain in full force and


 





















 


effect. The amendment to the Agreement
contemplated by this Amendment shall be deemed effective as of December 13,
2005.


 


4.               Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


 


[Signature
Page Follows]


 





















 


[Signature
Page to First Amendment to Employment Agreement]


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Amendment as of the date first above written.


 


 


	
  EXECUTIVE

  	
  ADVANCED LIFE SCIENCES, INC.

  
	
   

  	
   

  
	
  By:

  	
      /s/ John Flavin

  	
   

  	
  By:

  	
      /s/ Michael Flavin

  	
   

  
	
  Name:

  	
  John L. Flavin

  	
  Name:

  	
  Michael T. Flavin

  
	
   

  	
  Title:

  	
  Chief Executive Officer