EXHIBIT 10.5
AMENDMENT NO. 2
TO EMPLOYMENT
AGREEMENT
AMENDMENT NO.
2, dated June 23, 2009, to that certain Employment Agreement, dated
as of August 1, 2005, as amended by Amendment No.1, dated October
30, 2007 (the “Employment Agreement”), by and between
Hi-Tech Pharmacal Co., Inc. (the “Corporation”) and
William Peters (the “Executive”).
WHEREAS, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto have agreed to amend the Employment Agreement (i) to extend
the term of the Employment Agreement, (ii) to increase the
compensation thereunder and (iii) to change the definition of
a Change in Control, as defined in the Employment
Agreement.
NOW,
THEREFORE, the parties
hereto mutually agree as follows:
1. All
capitalized terms used herein but not defined herein shall have the
meaning ascribed to them in the Employment Agreement.
2. Section
3 of the Employment Agreement is hereby deleted and replaced in its
entirety with the following:
“Section
3. Term of Employment . The term of this Employment
Agreement shall commence on August 1, 2009 and shall continue until
July 31, 2011 and shall automatically renew for successive one year
terms unless terminated by the Corporation upon six (6)
months’ advance written notice to Executive of the
Corporation’s decision not to renew the Employment Agreement,
or by Executive, upon sixty (60) days advance written notice to the
Corporation, or unless earlier terminated pursuant to the
provisions of Section 5 hereof.”
3. Section
4.1 of the Employment Agreement is hereby deleted and replaced in
its entirety with the following:
“4.1.
Compensation . As compensation for his services hereunder
the Corporation shall pay Executive (i) for the period August 1,
2009 through July 31, 2010 an annual salary (“Salary”)
equal to $280,000 ($5,384.62 per week) and (ii) for the period
August 1, 2010 through July 31, 2011 a Salary equal to $300,000
($5,769.23 per week). The Salary shall be payable weekly less such
deductions as shall be required to be withheld by applicable law
and regulations.”
4. Section
11 of the Employment Agreement is hereby deleted and replaced in
its entirety with the following:
“Section
11. Change in Control .
11.1.
Payment on Change in Control . The Corporation will provide
or cause to be provided to Executive the rights and benefits
described below during the term of this Ag
