EXHIBIT 10.3
March 11, 2009
Dr. Dennis E. Hruby
333 1st Street E.
Apt. 201
Albany, OR 97321
Dear Dr. Hruby:
This letter sets forth proposals for the amendment of your employment agreement with SIGA Technologies, Inc., dated as of January 22, 2007 (as amended, modified or supplemented, the “Original Employment Agreement”).
| | 1. | We hereby propose to amend the Original Employment Agreement by adding the following sentence at the end of Section 1: |
| | “In addition, unless either party hereto provides notice of its desire not to renew this Agreement thirty (30) days prior to the expiration of the Term, this Agreement shall automatically renew for additional one (1) year periods commencing upon the expiration of the initial Term (or any such subsequent Term), with each such additional year thereafter being made part of the Term and each such additional year, thereafter a Term Year. In the event that the Company provides notice of its desire not to renew this Agreement in accordance with the preceding sentence, Executive shall be entitled to the continued payment of the Base Salary (as determined pursuant to Section 3(a)) for one year (such sums to be paid at the times and in the amounts such Base Salary would have been paid had Executive’s employment continued).” |
| | 2. | We hereby propose to amend the Original Employment Agreement by replacing Section 2(a) with the following: |
| | “Employment by the Company. Executive agrees to be employed by the Company during the Term upon the terms and subject to the conditions set forth in this Agreement. Executive shall serve as the Chief Scientific Officer of the Company and shall report to the Board of Directors, the Chief Executive Officer or any other executive officer of the Company in a position senior to him.” |
| | 3. | We hereby propose to amend the Original Employment Agreement by replacing the last sentence of Section 2(a) with the following: |
| | “In his capacity as the Chief Scientific Officer of the Company, Executive shall have such duties and responsibilities as he may be assigned by the Board of Directors, Chief Executive Office or other executive officer of the Company in a position senior to him not inconsistent with his position as Chief Scientific Officer of the Company.” |
| | 4. | We hereby propose to amend the Original Employment Agreement by replacing the first sentence of Section 3(a) with the following: |
| | “Base Salary. The Company agrees to pay to Executive a base salary (“Base Salary”) at the annual rate of $275,000, subject to any cost of living adjustments as may be approved by the Board of Directors of the Company.” |
| | 5. | We hereby propose to amend the Original Employment Agreement by adding the following sentence at the end of Section 3(a): |
| | “The Base Salary set forth in this Section 3(a) shall be effective as of March 1, 2009.” |
| | 6. | We hereby propose to amend the Original Employment Agreement by replacing the first sentence of Section 3(b) with the following: |
| | “Annual Bonus. The Company may, in its sole discretion, pay to Executive an annual cash bonus of up to $150,000, but in any event will pay an annual cash bonus of no less than $75,000” |
If you agree to the foregoing, please sign where indicated below and return the signed copy to me. Otherwise, the agreement will continue in full force and effect, without amendment.
Sincerely,
SIGA TECHNOLOGIES, INC.
/s/ Eric Rose
Name: Eric Rose
Title: Chief Executive Officer
AGREED AND ACCEPTED
/s/ Dennis E. Hruby
Dr. Dennis E. Hruby
Date: March 11, 2009
