Get documents about "Second Amendment To Employment Agreement - MICROISLET INC - 5-21-2007
Document Sample
Exhibit 10.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into
between MicroIslet, Inc., a Nevada corporation (the "Company"), and James R. Gavin III, M.D., Ph.D.
("Executive").
Background
The Company and Executive entered into an Employment Agreement on January 20, 2006, which agreement
was amended by that certain Amendment to Employment Agreement dated January 17, 2007 (as amended, the
"Agreement"). The Company and Executive desire to further amend the Agreement, as set forth in this
Amendment, to revise the base salary paid to Executive by the Company.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficient of which are hereby
acknowledged, the parties agree as follows:
1. Amendment of Section 2.1. Section 2.1 of the Agreement is hereby amended, effective May 16, 2007, to
read in its entirety as follows:
"2.1 Base Salary and Adjustments. Your base salary will be at a rate of $400,000 per year (the "Base Salary"),
less payroll deductions and required withholdings, paid according to the Company's regular payroll schedule and
procedures."
2. Amendment of Section 5.6. The following is hereby appended to the end of Section 5.6 of the Agreement:
"Notwithstanding the foregoing, in no event shall the Severance Payment under this Section 5.6 exceed two times
the lesser of (i) your annualized compensation for the taxable year preceding your termination; or (ii) the
maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the
Internal Revenue Code of 1986, as amended, for the year in which the Company terminates your employment."
3. Miscellaneous. Except as amended by this Amendment, the Agreement will otherwise remain in full force and
effect. Any further amendment to the Agreement or this Amendment will require the prior written consent of both
the Company and Executive. This Amendment will be governed by and construed under the laws of the State of
California, without regard to its conflicts of laws provisions. This Amendment may be executed in two or more
original, facsimile or .PDF counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
[Signature page follows.]
IN WITNESS OF WHICH, the Company and Executive have executed this Amendment as of the dates set
forth below.
DATE: May 10, 2007 MicroIslet, Inc.
By: /s/ Kevin A. Hainley
-------------------------------
Kevin Hainley
Interim Chief Financial Officer
DATE: May 10, 2007 James R. Gavin III
------------------
James R. Gavin III, M.D., Ph.D.
Exhibit 31.1
CERTIFICATION
I, James R. Gavin III, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of MicroIslet, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small
business issuer's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.
Date: May 21, 2007
/s/ James R. Gavin III
-----------------------------------
James R. Gavin III, M.D., Ph.D.
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Kevin A. Hainley, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of MicroIslet, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small
business issuer's Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.
Date: May 21, 2007
/s/ Kevin A. Hainley
---------------------------
Kevin A. Hainley
Interim Chief Financial Officer
EXHIBIT 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of MicroIslet, Inc. (the "Company"), that, to
his knowledge, the Quarterly Report of the Company on Form 10-QSB for the period ended March 31, 2007,
fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly
presents, in all material respects, the financial condition and results of operation of the Company as of the dates
and for the periods presented in the financial statements included in such report.
Dated: May 21, 2007
/s/ James R. Gavin III
-------------------------------
James R. Gavin III, M.D., Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
Dated: May 21, 2007
/s/ Kevin A. Hainley
-------------------------------
Kevin A. Hainley
Interim Chief Financial Officer
(Principal Financial Officer)
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