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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:
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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.”
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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 th
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