exhibit10-4.htm


    Exhibit
10.4

    


    AMENDMENT
NO. 2 TO SERVICE AGREEMENT

    BETWEEN
HUNTINGDON LIFE SCIENCES INC. AND

    RICHARD
A. MICHAELSON

    


    This Amendment No. 2, dated as of June
3, 2009 (the “Amendment”), to that certain Service Agreement, dated as of April
1, 2000 and amended as of April 15, 2002, between Huntingdon Life Sciences Inc.
(the “Company”) (the “Agreement”), and Richard A. Michaelson (the
“Executive”).  Capitalized terms used by not defined herein shall have
the meanings ascribed to them in the Agreement.

    


    In consideration of the promises and
mutual covenants set forth herein and in the Agreement, the parties hereto agree
as follows:

    


    
      	
              1.

            	
              The
      remuneration of the Executive set forth in Section 5(1) of the Agreement
      shall be amended by deleting the words “$16,667 gross per month” and
      replacing them with the words “$350,000 gross per
  year.”

            


    

    


    2.           The
first paragraph of Section 14(4) is amended in its entirety to read as
follows:

    


    “If
within twelve months following a Change of Control of Parent the Executive’s
employment is terminated by the Company without Cause or the Executive resigns
such employment for Good Reason, then within 30 days after such termination or
resignation the Company shall make a lump sum severance payment in cash to the
Executive in an amount equal to (i) 2.99 times the Executive’s then current
annualized base salary plus (ii) 2.99 times any additional compensation (such as
bonus or incentive compensation) earned during the 12 months prior to such
termination or resignation; provided, that, with respect to any distribution to
the Executive pursuant to the Company’s 2007 Long Term Incentive Plan (“LTIP”)
during the 12 months prior to such termination or resignation, only one-third
(1/3) of such LTIP distribution shall be considered ‘additional compensation’
for purposes of calculating the Executive’s severance payment
hereunder.”

    


    
      	
              3.

            	
              A
      new Section 22 is added to the Agreement as
  follows:

            


    

    


    “In the
event that any payments or benefits received or to be received by the Executive
in connection with the Executive’s employment with the Company (or termination
thereof or otherwise) would subject the Executive to the excise tax imposed
under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise
Tax”), and if the net-after-tax amount (taking into account all applicable taxes
payable by the Executive, including without limitation any Excise Tax) that the
Executive would receive with respect to such payments or benefits does not
exceed the net-after tax amount the Executive would receive if the amount of
such payments and benefits were reduced to the maximum amount which could
otherwise be payable to the Executive without the imposition of the Excise Tax,
then, only to the extent necessary to eliminate the imposition of the Excise
Tax, such payments and benefits shall be so reduced in the following order (i)
cash payments and benefits shall first be reduced (if necessary, to zero) and
(ii) all other non-cash payments and benefits shall next be
reduced.”

    


    
      	
              4.

            	
              Except
      as specifically set forth and changed herein, the Agreement is reaffirmed
      and remains unchanged.

            


    

    



    
      	
               
      

            	
              The
      parties hereto have executed and delivered this amendment as of the date
      first above written.

            


    

    


    HUNTINGDON
LIFE SCIENCES INC.

    


    


    


    By:  ____________________________

    Name:

    Title:

    


    


    RICHARD
A. MICHAELSON

    


    


    


    ________________________________