Employment Agreement (2008)Full Document 

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AMENDMENT 2008-1

TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT 2008-1 (the “Amendment”), dated as of November 12, 2008, is entered into by and among Antares Pharma, Inc. (“Antares”), Antares Pharma AG (the “Corporation”), Gewerbestrasse 18, 4123 Allschwil, Switzerland, a wholly-owned subsidiary of Antares, and Dario Carrara (“Employee”).

 

RECITALS

WHEREAS, the Corporation, Antares and Employee previously entered into an Employment Agreement, dated October 13, 2006 (the “Existing Employment Agreement”);

WHEREAS, the Corporation, Antares and Employee desire to amend the Existing Employment Agreement to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder, and to make certain other clarifying changes; and

WHEREAS, Section 6.5 of the Existing Employment Agreement provides that the Existing Employment Agreement may be amended pursuant to a written agreement executed by all the parties hereto.

NOW, THEREFORE, the parties hereby agree that, effective as of November 12, 2008, the Existing Employment Agreement shall be amended as follows:

 

1.

The last sentence of Section 2.2 of the Existing Employment Agreement is hereby amended in its entirety to read as follows:

“The Discretionary Bonus shall be payable in cash, shares of common stock of Antares or in some combination thereof, as determined by the Board in its sole discretion, and shall be paid on or after January 1, but no later than March 15 of the fiscal year following the fiscal year for which such Discretionary Bonus is earned.”

 

 

2.

The second paragraph of Section 3.2(a) of the Existing Employment Agreement is hereby amended in its entirety to read as follows:

“In the event of any termination pursuant to this subsection, the Corporation shall be obligated to pay Employee only that portion of his base salary earned, accrued and owing, but not yet paid under Section 2.1 hereof, up to and including the date upon which such termination becomes effective.”

 


 

3.

The first sentence of Section 3.2(b) of the Existing Employment Agreement is hereby amended in its entirety to read as follows:

Termination Without Cause. Notwithstanding anything in this Agreement to the contrary, should the Corporation or Antares terminate Employee’s employment hereunder at any time without Cause, as a condition to any such termination, the Corporation shall (i) pay Employee that portion of his base salary and other benefits earned, accrued and owing, but not yet paid under Sections 2.1, 2.3, 2.5, 2.6, 2.8, 2.10 and 2.11 hereof, up to and including the date upon which such termination becomes effective, and (ii) pay to Employee an amount equal to six (6) months of base salary, in accordance with the Corporation’s established pay policies and procedures, commencing within thirty (30) days following the date upon which Employee’s termination of employment becomes effective.”

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