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Exhibit 10.2
MIDDLEBROOK PHARMACEUTICALS, INC.
FIRST
AMENDMENT
TO
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) is made as of November 19,
2007
( the
“Effective Date”) by and between Robert C. Low
(the
“Employee”), and MiddleBrook Pharmaceuticals, Inc., a
corporation organized and existing under the laws of the State of
Delaware and formerly known as Advancis Pharmaceutical Corporation
(the “Company”).
WHEREAS,
the Employee and the Company are parties to an executive
Employment Agreement, dated November 1, 2005 (the
“Employment Agreement”); and
NOW,
THEREFORE, in consideration of the mutual covenants and
obligations contained herein, the sufficiency of which is
hereby acknowledged, and intending to be legally bound, the
parties, subject to the terms and conditions set forth herein,
agree as follows, effective as of the Effective
Date:
1.
All
capitalized terms used herein and not otherwise defined have
the meanings set forth in the Employment
Agreement.
2.
The
word “termination” as used throughout the
Employment Agreement with respect to the Employee’s
employment hereby refers to a “separation from
service” by the Employee from the Company, as defined by
Treasury Regulation §1.409A-1(h).
3.
Section
[8.4(a)] of
the Employment Agreement is hereby deleted in its entirety and
replaced with one of the following sections as selected below by
the Employee:
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“(a)
In
the event of the termination of the Employee&rsqu
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