Exhibit 10.3
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
This amendment is dated February 21, 2003, and is between ATLANTIC
TECHNOLOGY VENTURES, INC., a Delaware corporation (the "COMPANY"), and NICHOLAS
ROSSETTOS, an individual ("EMPLOYEE").
The Company and Employee are party to an employment agreement dated
April 10, 2000, as amended by a first amendment dated April 1, 2002 (the
"EMPLOYMENT AGREEMENT"). Under Section 7.1(h) of the merger agreement between
the Company, Manhattan Pharmaceuticals Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of the Company ("MPAC"), and Manhattan
Pharmaceuticals, Inc., a Delaware corporation ("MANHATTAN"), the Company is
required to amend the Employment Agreement. The Company and Employee desire to
amend the Employment Agreement.
The Company and Employee therefor agree as follows:
1. Section 3(a) of the Employment Agreement is hereby amended to read
in its entirety as follows:
(a) BASE SALARY. The Company shall pay to Employee a base salary at
the annual rate of $125,000 (the "BASE SALARY"), payable in equal installments
consistent with the Company's payroll practices, except that commencing April 1,
2002, Employee shall defer and accrue a portion of the Base Salary at the annual
rate of $25,000, deferrable and accruable in equal installments consistent with
the Company's payroll practices (the aggregate amount of the Base Salary so
deferred and accrued, the "DEFERRED BASE SALARY"). As of February 21, 2003, the
Deferred Base Salary equaled $22,397.
2. Section 3(c) of the Employment Agreement is hereby amended to read
in its entirety as follows:
(c) BONUS. The Company shall pay to Employee an annual bonus in an
amount to be determined by Compensation Committee of the Company's board of
directors in its discretion but in no event less than $25,000 (the "BONUS"). In
addition, Employee shall be entitled to participate in any bonus or other
incentive programs established by the Company. The Company acknowledges that
Employee is entitled to a Bonus for 2002 in the amount of $25,000 and that that
Bonus has not yet been paid.
3. Section 4(e) of the Employment Agreement is hereby amended to read
in its entirety as follows:
(e) TERMINATION BY COMPANY FOR ANY OTHER REASON. If Employee's
employment under this Agreement is terminated by the Company during the Term for
any reason other than as provided in Section 4(b), 4(c), or 4(d) of this
Agreement, then the Company shall pay Employee, no later than the end of the
month in which the date of termination occurs, the Base Salary through the date
of termination (less any Deferred Base Salary). If Employee is so terminated the
Company shall also pay Employee the following: (1) in lieu of any further
compensation and benefits for the balance of the Term, severance pay equal to
the Base Salary that Employee would have otherwise received (without deferral of
any portion of the Base Salary) during the period beginning on the date of
termination and ending three months from the date of termination, which
severance pay the Company shall pay Employee at the times and in the amounts
that the Company would have paid the Base Salary during that three-month period;
and (2) an amount equal to the Deferred Base Salary plus any Bonus due Employee
under Section 3(c), one-half of that amount payable at such time as the Company
receives $3 million of aggregate cash funds from financings and other sources on
or after the Effective Time and one-half at such time that the Company receives
$6 million of such aggregate cash funds. Time is of the essence with respect to
any payments that the Company is required to make to Employee under this Section
4(e). For purposes of this Section 4(e), "Effective Time" means the effective
time of the merger of Manhattan Pharmaceuticals Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company, into Manhattan
Pharmaceuticals, Inc., a Delaware corporation. Notwithstanding anything to the
contrary contained in this Agreement, if Employee breaches any obligation
contained in Section 5 or 6 of this Agreement, then in addition to any other
remedies the Company may have in the event Employee breaches this Agreement, the
Company's obligation under this Section 4(e) to continue paying Employee
severance pay will cease and Employee's rights thereto will terminate and be
forfeited.
4. Section 8(n) of the Employment Agreement is hereby amended by
inserting between the third sentence thereof (which ends "any such Competing
Business") and the fourth sentence thereof (which begins "The rights and
remedies of the parties hereto") the following:
If the Company fails to timely pay any amount that it is required to pay
Employee under this Agreement, then all such amounts will become immediately
due. The Company shall reimburse Employee any reasonable costs, including
reasonable attorneys' fees and disbursements, incurred by Employee in enforcing
the Company's obligation to pay any amount that it is required to pay Employee
under this Agreement.
5. This agreement will immediately become ineffective if the merger of
MPAC into Manhattan has not occurred by midnight at the end of February 22,
2003.
6. This amendment is governed by the laws of the State of New York,
without regard to the principles of conflicts of laws thereof.
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The Company and Employee are entering into this amendment on the date
stated in the introductory clause.
ATLANTIC TECHNOLOGY VENTURES, INC.
By: /s/ Frederic P. Zotos
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Name: Frederic P. Zotos
Title: Chief Executive Officer
/s/ Nicholas Rossettos
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NICHOLAS ROSSETTOS
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