Exhibit
10.12
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS FIRST AMENDMENT
to the Employment Agreement, dated
as of January 1, 2000 (the “Agreement”) is made as
of this 22nd day of December, 2008 by and between UNIGENE
LABORATORIES, INC. (the “Company”) and Warren Levy
(the “Executive”).
WHEREAS, the Company and the Executive desire to amend
the Agreement to comply with the final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”); and
WHEREAS, capitalized terms not otherwise defined herein
shall have the meanings ascribed to them by the
Agreement.
NOW, THEREFORE
, the Company and the Executive,
intending to be legally bound, hereby amend the Agreement as
follows, effective as of January 1, 2009:
1. Section 5 is hereby amended
and restated to read in its entirety as follows:
“5. Business Expenses .
The Company shall reimburse the Executive, promptly upon
presentation of itemized vouchers (but no later than
December 31 of the year following the year during which such
expense was incurred), for all ordinary and necessary business
expenses incurred by the Executive in the performance of his duties
hereunder.”
2. Section 10 is hereby amended
and restated to read in its entirety as follows:
“10. Termination Without
Cause . The Company may terminate the employment of the
Executive without “cause” (as defined in
Section 9), subject to compliance with this
Section 10.
(a) In the event the
Executive’s employment is terminated without cause, the
Executive shall be entitled to:
(1) a severance payment consisting
of:
(A) a lump-sum payment equal to the
salary that the Executive would have earned for the remaining term
of the Agreement, if the remaining term (either the initial term or
as extended) is more than one year; or
(B) a lump-sum payment equal to the
Executive’s then-current annual salary, if the remaining term
of the Agreement (either the initial term or as extended) is one
year or less, in each case payable as soon as practicable following
the termination date, but no later than 90 days thereafter;
and
(2) a payment in cash equal to the
cash value of all accrued vacation days, payable as soon as
practicable following the termination date, but no later than 90
days thereafter.
(b) Termination of employment under
this Section 10 shall not terminate the Executive’s
obligations under Sections 7, 8 or 13.”
2. Section 11 is hereby amended
and restated to read in its entirety as follows:
“11. Resignation by the
Executive for Good Reason .
(a) The Executive may resign for
good reason if one or both of the following occur:
(1) a Change of Control at Unigene
(as defined in paragraph (d) below); or
(2) a material diminution in the
Executive’s responsibilities without the Executive’s
consent.
(b) In the event the Executive
resigns for good reason, the Executive shall be entitled
to:
(1) a severance payment consisting
of:
(A) a lump-sum payment equal to the
salary that the Executive would
