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EXHIBIT 10.(w)
AMENDMENT NO. 1
TO
AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated as of July 13, 2000 and
effective retroactively as of May 5, 1999, by and among ENZO BIOCHEM, INC., a
New York corporation with offices at 60 Executive Blvd., Farmindgale, NY 11735
(the "Company") and Shahram Rabbani, an individual residing at 17 Catalina
Drive, Great Neck, NY 11021 (the "Executive").
RECITALS
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Executive has been an executive of the Company since October 15, 1987
and possesses valuable experience, skills and know-how with respect to all
aspects of the Company's business. The parties hereto are party to an Agreement,
dated as of May 4, 1994 (the "Employment Agreement"), and desire to amend the
Employment Agreement as hereinafter set forth. The Company desires to continue
to employ Executive on the terms and conditions set forth in the Employment
Agreement, as amended hereby, and Executive is willing to continue such
employment on such terms and conditions.
It is therefore hereby agreed by and between the parties as follows:
1. Amendments to Employment Agreement.
Section 1.2(a) is hereby amended in its entirety to read as
follows:
Except for earlier termination as provided in Section 4
hereof, the Executive's employment under this Agreement (the "Employment Term" )
shall be for an initial term (the "Initial Term") beginning on the date hereof
and ending on May 4, 2002. The Employment Term shall be automatically renewed
for an additional term (an "Additional Term") of two (2) years unless either
party hereto gives written notice to the other at least one hundred eighty (180)
days prior to the expiration of the Initial Term of such party's intention to
terminate the Executive's employment hereunder at the end of such Initial Term.
The Employment Term shall be automatically renewed for an indefinite number of
subsequent Additional Terms of two (2) years unless either party hereto gives
written notice to the other at least one hundred eighty (180) days prior to the
expiration of the Additional Term then in effect of such party's intention to
terminate the Executive's employment hereunder at the end of such Additional
Term.
Section 2.1 is hereby amended in its entirety to read as
follows:
Base Salary. As compensation for the Executive's employment
hereunder, the Executive shall be entitled to receive a base salary at a rate of
$250,000 per annum payable (and subject to withholding) in accordance with the
Company's normal payroll practices from time to time in effect, to be increased
to $280,000 per annum effective as of January 1, 2000. The base salary may be
increased, but not decreased, from time to time at the discretion of the Board.
(The base salary as increased from time to time being hereinafter referred to as
the "Base Salary.")
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2. Reaffirmation of Employment Agreement.
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Except as provided herein, this Amendment No. 1 shall not
constitute a waiver or modification of any term, provision or condition of the
Employment Agreement; and all terms, conditions, agreements, provisions,
representations and warranties contained in the Employment Agreement shall
remain in full force and effect.
3. Governing Law.
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This Amendment No. 1 shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, applicable to
agreements made and to be performed entirely in New York. In addition, each
party hereto irrevocably and unconditionally agrees that any suit, action or
other legal proceeding arising out of this Agreement may be brought only in the
State of New York.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on
July 13, 2000.
ENZO BIOCHEM, INC.
/s/ Shahram Rabbani
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Name: Shahram Rabbani
Title: Chief Operating Officer
EXECUTIVE:
/s/ Elazar Rabbani
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Elazar Rabbani
