Unassociated Document


     

    Exhibit 10.1



    AMENDMENT
TO

    EMPLOYMENT
AGREEMENT

    


    THIS AMENDMENT TO EMPLOYMENT AGREEMENT
(the “Amendment”) is made
effective as of the 31st day of
August, 2010, by and between IVAX Diagnostics, Inc. a Delaware corporation (the
“Company”), and
Kevin Clark (the “Executive”).

    


    WHEREAS, the Company and the Executive
are parties to that certain Employment Agreement, dated effective as of March
27, 2009 (the “Employment
Agreement”); and

    


    WHEREAS, the Company and the Executive
desire to amend the Employment Agreement in the manner set forth in this
Amendment.

    


    NOW, THEREFORE, in consideration of the
premises and the covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive hereby mutually agree as
follows:

    


    1.           Termination and Expiration
Compensation and Benefits.  A new subsection (iii) is hereby
added to Section 7(c) of the Employment Agreement as follows:

    


    “(iii)  Notwithstanding
anything to the contrary contained in this Agreement, if this Agreement, and the
Executive’s employment hereunder, is terminated by the Executive for Good Reason
pursuant to Section
5(c)(v) in connection with the Change in Control of the Company resulting
from the consummation of the contemplated purchase by ERBA Diagnostics Mannheim
GmbH of the approximately 72.4% of the outstanding shares of the Company’s
common stock owned on the date hereof by Patrice R. Debregeas, Paul F. Kennedy
and their respective affiliates (the “ERBA Transaction”), then, with respect to
such termination only, the Company shall not be obligated to pay or provide the
compensation and benefits contemplated by Sections 7(c)(i) and
(ii) unless: (A) on or prior to September 30, 2010, the Executive shall
have provided the Company with the written notice contemplated by the third
sentence of Section
5(c) with respect to such termination; and (B) such termination shall
have become effective on or prior to September 30, 2010.  This Section 7(c)(iii)
shall not have any impact on the rights of the Executive, or the Company’s
obligations, including, without limitation, its obligations to provide
compensation and benefits to the Executive, in each case, with respect to any
termination of this Agreement, and the Executive’s employment hereunder, by the
Employee for Good Reason pursuant to Section 5(c)(v) in
connection with any Change in Control of the Company during the Initial Term
other than the ERBA Transaction.”

    


    2.           Miscellaneous.  The
validity, interpretation, construction and performance of this Amendment shall
be governed by the laws of the State of Florida, without regard to its conflicts
of law principles.  Except as specifically amended by this Amendment,
the Employment Agreement shall remain unaffected and in full force and
effect.

    


    [Signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of the Company
and the Executive has duly executed this Amendment as of the day and year first
above set forth.

    


    
      	
              COMPANY:

            	 
      	 
      	
              EXECUTIVE:

            
	 
      	 
      	 
      	 
      
	
              IVAX
      Diagnostics, Inc.

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              /s/ Kevin Clark

            
	 
      	
              Charles
      Struby, Ph.D.,

            	 
      	
              Kevin
      Clark

            
	 
      	
              President
      and Chief Executive Officer