8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October13, 2006

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ANTARES PHARMA, INC.

(Exact name of registrant specified in its charter)

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Delaware	1-32302	41-1350192
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

250 Phillips Blvd., Suite 290, Ewing, New Jersey	19341
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone, including area code: (609) 359-3020

Not applicable.

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

Employment Agreement with Peter Sadowski

On October 13, 2006, Antares Pharma, Inc. (the “Company”) entered into an employment agreement with Peter Sadowski, pursuant to which Mr. Sadowski will continue to serve as the Vice President - Devices Group of the Company. The term of Mr. Sadowski’s employment commenced on October 13, 2006 and will end on October 13, 2007, with automatic one-year extensions, unless terminated earlier by either party upon 60 days’ prior written notice.

This agreement provides that Mr. Sadowski will receive a base salary of $186,000 each year and will be eligible to receive an annual bonus targeted at 20% with a maximum of 35% of his base salary based on the achievement of business objectives to be determined by the Company’s Chief Executive Officer and approved by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”). Mr. Sadowski will be eligible to participate in the Company’s benefit plans, including health and dental insurance plans and 401(k) plan, and is entitled to 20 days of paid vacation (in addition to other customary office holidays) and reimbursement of all reasonable business expenses incurred by Mr. Sadowski in the performance of his duties and automobile-related expenses of up to $500 each month. This agreement also provides that Mr. Sadowski may be entitled to participate in the Company’s equity incentive plans and programs, and that he will be eligible to receive a grant of 175,000 shares of restricted stock under the Company’s 2006 Equity Incentive Plan (the “Equity Plan”) upon the achievement of pre-established performance goals, subject to the approval of the Board.

In addition, this agreement provides that if Mr. Sadowski’s employment is terminated by the Company without cause, the Company will pay to Mr. Sadowski (i) his base salary, bonus and expenses accrued, but unpaid as of his date of termination; (ii) his base salary on a monthly basis for six months following his termination of employment; and (iii) COBRA premiums for six months following termination of his employment. Mr. Sadowski will receive the same severance benefits if Mr. Sadowski’s employment is terminated as a result of non-renewal of this agreement or in connection with any merger of the Company with or into another person or entity or the sale by the Company of all or substantially all of its business, assets or stock. If Mr. Sadowski’s employment is terminated by the Company for cause or if Mr. Sadowski terminates this agreement, then the Company will pay Mr. Sadowski his base salary and expenses accrued, but unpaid as of the date of his termination. If Mr. Sadowski’s employment is terminated on account of his disability or death, the Company will pay Mr. Sadowski (or in the event of his death, his estate) his base salary, bonus (in the event of his death only) and expenses accrued, but unpaid as of the date of his disability or death.

This agreement also provides that at all times during Mr. Sadowski’s employment and for the five-year period after Mr. Sadowski’s termination of employment, Mr. Sadowski will maintain the confidentiality of all confidential information obtained by him as a result of his employment with the Company, including information received by him prior to the effective date of this agreement. In addition, during the term of Mr. Sadowski’s employment with the Company, and for the one-year period after Mr. Sadowski’s termination of employment, Mr. Sadowski cannot (i) compete against the Company, (ii) solicit in any way the customers of the Company; or (iii) recruit in any way the employees of the Company.

The foregoing description of the employment agreement between the Company and Mr. Sadowski is qualified in its entirety by reference to the copy of the agreement which is attached as Exhibit 10.1 and which is incorporated by reference herein.

Employment Agreement with Dario Carrara

On October 13, 2006, the Company and Antares Pharma AG (the “Antares AG”) entered into an employment agreement with Dario Carrara, pursuant to which Mr. Carrara will continue to serve as the Managing Director and President of Antares AG and Antares Pharma IPL AG and as Vice President of the Company. The term of Mr. Carrara’s employment commenced on October 13, 2006 and will continue until terminated by either party upon six months’ prior written notice.

This agreement provides that Mr. Carrara will receive a salary of twenty-three thousand four hundred sixty-two Swiss francs (CHF 23’462) each month, a thirteenth payment equal to one month’s base salary each November during the term of his employment, a flat expense reimbursement each year in the amount of ten thousand Swiss francs (CHF 10’000), child care expenses each year in the amount of seven thousand two hundred Swiss francs (CHF 7’200) and a housing allowance each month equal to three thousand Swiss francs (CHF 3’000) (the “Base Compensation”). Mr. Carrara’s Base Compensation totals three hundred fifty-eight thousand two hundred six Swiss francs (CHF 358’206). For each calendar year beginning on or after January 1, 2006, Mr. Carrara will be entitled to receive an annual bonus targeted at 20% with a maximum of 35% of his base salary based on the achievement of business objectives to be determined by Antares AG’s Chief Executive Officer and approved by the Compensation Committee.

This agreement also provides that Mr. Carrara will receive reimbursement of life insurance-related expenses up to a maximum of three hundred eighteen Swiss francs (CHF 318) each month, the cost of tax preparation by a professional accounting firm satisfactory to Antares AG of up to two thousand five hundred Swiss francs (CHF 2’500), and if Mr. Carrara’s primary place of employment is changed to a location more than 50 kilometers from Basel, Switzerland, any reasonable relocation-related expenses in an amount and manner consistent with the Company and Antares AG’s current policies and procedures. Furthermore, this agreement provides that Mr. Carrara will receive an annual school allowance for Mr. Carrara’s children in the amount of sixty-six thousand two hundred fifty Swiss francs (CHF 66’250) (as may be increased annually during the term of Mr. Carrara’s employment), the equivalent of or an annual car allowance of up to a maximum of twenty-eight thousand five hundred Swiss francs (CHF 28’500) (which may be increased by Antares AG in its sole discretion), and payment of the cost of two round trip coach class airfare each year for Mr. Carrara and his immediate family of up to eighteen thousand five hundred Swiss francs (CHF 18’500).

In addition, this agreement provides that Mr. Carrara will be eligible to participate in the Company’s and/or Antares AG’s established benefit plans, including health and dental insurance plans, and entitled to 25 days of paid vacation (in addition to other customary office holidays) and reimbursement of business-related expenses incurred by Mr. Carrara in connection with his employment in accordance with Antares AG’s expense regulations. This agreement also provides that Mr. Carrara may be entitled to participate in any equity incentive plans and programs establish by Antares AG’s Board of Directors, and that he will receive (i) 80,000 shares of qualified options under the Equity Plan upon execution and delivery of this agreement and (ii) subject to the Board’s approval, a grant of 280,000 shares of restricted stock upon the achievement of pre-established performance goals.

Furthermore, this agreement provides that if Mr. Carrara’s employment is terminated by Antares AG without cause, related or unrelated to a Merger (as defined in this agreement), then Antares AG will pay to Mr. Carrara (i) his Base Compensation, reimbursements, allowances and benefits (other than his bonus, vacation pay and relocation reimbursement) accrued, but unpaid as of his date of termination, and (ii) an amount equal to six months of his Base Compensation. If Mr. Carrara’s employment is terminated by the Company or Antares AG for cause, or on account of his death or disability, then Antares AG will pay Mr. Carrara or (in the event of his death, his estate) his Base Compensation accrued, but unpaid as of the date of his termination. If Mr. Carrara terminates this agreement, Antares AG will pay Mr. Carrara his Base Compensation, bonus, reimbursements, allowances, and benefits accrued, but unpaid as of the effective date of such termination.

This agreement provides that at all times during Mr. Carrara’s employment and thereafter, Mr. Carrara will maintain the confidentiality of all confidential information obtained by him as a result of his

employment with the Company and Antares AG, including information received by him prior to the effective date of this agreement. In addition, during the term of Mr. Carrara’s employment, and for the one-year period after Mr. Carrara’s termination of employment, Mr. Carrara can not (i) compete against the Company or Antares AG, (ii) solicit in any way the customers of the Company or Antares AG; or (iii) recruit in any way the employees of the Company or Antares AG.

The foregoing description of the employment agreement between the Company and Mr. Carrara is qualified in its entirety by reference to the copy of the agreement which is attached as Exhibit 10.2 and which is incorporated by reference herein.

Amendment to Employment Agreement with James Hattersley

On October 13, 2006, the Company and James Hattersley entered into an amendment to Mr. Hattersley’s employment agreement dated February 14, 2005, pursuant to which the parties agreed to provide for (i) an automatic renewal of the employment term for additional one-year periods unless either party provides at least 60 days prior written notice; (ii) a potential reduction or elimination of the discretionary performance bonus in the event Mr. Hattersley’s total aggregate compensation for a calendar year is determined to be unreasonable and/or significantly above the target aggregate compensation established by the Compensation Committee for Mr. Hattersley; (iii) a gross-up payment for any federal taxes resulting from the delay in Mr. Hattersley’s relocation until after January 7, 2006, and the Company’s reimbursement of certain expenses associated with such relocation; (iv) reimbursement of the cost of the annual membership fee for the airline club of Mr. Hattersley’s choice or the cost of the annual membership fee of an American Express Platinum Card; (v) the payment of base salary, performance bonus, vacation pay, and expenses (other than automobile-related expenses) accrued, but unpaid as of the date of Mr. Hattersley’s termination of employment as a result of the non-renewal of Mr. Hattersley’s employment agreement; (vi) a grant of 200,000 shares of restricted stock under the Equity Plan upon the achievement of pre-established performance goals; (vii) a six-month delay in the payment of any amounts due to Mr. Hattersley upon his termination of employment to the extent required by section 409A of the Internal Revenue Code of 1986, as amended; and (viii) a change in the governing law from the State of Minnesota to the State of Delaware.

The foregoing description of the amendment to the employment agreement between the Company and Mr. Hattersley is qualified in its entirety by reference to the copy of the agreement which is attached as Exhibit 10.3 and which is incorporated by reference herein.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 – Employment Agreement with Peter Sadowski, Ph.D., dated October 13, 2006.

10.2 – Employment Agreement with Dario Carrara, dated October 13, 2006

10.3 – Amendment No. 1 to Employment Agreement with James Hattersley, dated October 13, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANTARES PHARMA, INC
Date: October 16, 2006	By:     /s/ ROBERT F APPLE                                    Name: Robert F. Apple Title:   Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Document
10.1	Employment Agreement with Peter Sadowski, Ph.D., dated October 13, 2006
10.2	Employment Agreement with Dario Carrara, dated October 13, 2006
10.3	Amendment No. 1 to Employment Agreement with James Hattersley, dated October 13, 2006.

EX-10

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of the 13^th day of October, 2006 (“Effective Date”), by and between ANTARES PHARMA, INC., a Delaware corporation (the “Corporation”), and PETER SADOWSKI, PH.D. (“Employee”).

WITNESSETH:

WHEREAS, Employee and the Corporation desire to enter into this Agreement to define their continued relationship, including the terms of Employee’s continued employment by the Corporation.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1.Employment. As of the Effective Date, the Corporation shall employ Employee as its Vice President – Devices Group, to perform the duties and functions as are reasonably and lawfully specified from time-to-time by the Corporation’s Chief Executive Officer and its Board of Directors (the “Board”). Employee hereby accepts such employment and, during the Employment Term, as defined below, Employee agrees to devote his full business time, skill, energy and attention, in a diligent, trustworthy, loyal, businesslike and efficient manner, to advancing the Corporation’s interests and to performing such duties and functions in accordance with Employee’s experience and skills.

2. Compensation.

2.1.Salary. For all services rendered by Employee pursuant to this Agreement, the Corporation shall pay Employee an annual salary, subject to withholding and other applicable employment taxes and other proper payroll deductions, of One Hundred Eighty Six Thousand Dollars ($186,000.00). Such annual salary shall be paid in accordance with the Corporation’s established pay policies and procedures.

2.2.Performance Bonus. For each calendar year of the Employment Term in which the Corporation employs the Employee, the Employee shall be eligible to receive an annual bonus targeted at twenty percent (20%) with a maximum of thirty five percent (35%) of his Base Salary for each such calendar year, the exact amount to be established by the CEO with the approval of the Compensation Committee of the Corporation’s Board of Directors (the “Committee) (the “Discretionary Bonus”), provided however, that the amount of such Discretionary Bonus may be reduced or eliminated if, upon the determination of the Corporation’s independent compensation consultants, Employee’s total aggregate compensation for such calendar year (including, without limitation, the amount of such Discretionary Bonus) is determined to be unreasonable and/or significantly above the target aggregate compensation established by the Committee for the Employee if such reduction or elimination did not occur. The Discretionary Bonus shall be payable based upon achieving business objectives to be

determined by the CEO and approved by the Committee. The business objectives shall be made available to the Executive in writing before the beginning of each calendar year. The Discretionary Bonus shall be payable in cash, shares of the Company stock or in some combination thereof, as determined by the Board in its sole discretion, and shall be paid as soon as reasonably practicable after the end of the calendar year to which it relates but not later than March 15 of the calendar year following the calendar year to which it relates.

2.3.Benefits. Employee shall be entitled, at the Corporation’s expense and consistent with the Corporation’s policies and practices, to participate in the Corporation’s established benefits plans, including health and dental insurance plans and its 401(k) plan provided that with respect to any insurance benefits, such participation shall be subject to approval by the Corporation’s respective insurance provider. Employee acknowledges that he is not entitled to any further benefits other than set forth herein or as the Board, in its sole discretion, shall determine to grant Employee, and that, from time to time, the Corporation may change the benefits it offers its employees, including Employee.

2.4.Vacation. Employee shall be entitled to twenty (20) vacation days per year, in addition to other customary office holidays, during which time his compensation shall be paid in full. Employee shall be entitled to take such vacation days at any time and in any combination; provided, however, that Employee agrees to take into consideration the needs and exigencies of the business of the Corporation, and shall not take such vacation days at such times or in such combinations as will substantially impair his ability to carry out his duties hereunder.

2.5.Expenses. The Corporation shall reimburse Employee for all ordinary and necessary expenses reasonably and properly incurred and paid by Employee in the course of performing his duties, as specified in Section 1 hereof, and consistent with the Corporation’s policies in effect from time to time with respect to travel, entertainment and other business expenses, and subject to the Corporation’s requirements with respect to the manner of authorization and reporting of such expenses. The Corporation shall also reimburse Employee for monthly automobile-related expenses in an amount not to exceed an aggregate amount of $500.00 per month.

3. Term and Termination.

3.1.Employment Term. The term of this Agreement shall commence on the Effective Date and end on the first anniversary of the Effective Date (the “Initial Period”). After the Initial Period, the Agreement and Employee’s employment with the Corporation shall automatically be renewed for an additional one-year period (the “Renewal Period”), unless either the Corporation or the Employee gives the other written notice not later than 60 days prior to the scheduled termination of the Agreement of his or its intention not to continue this Agreement and his employment by the Corporation for another one-year period. The Initial Period and any Renewal Period(s) are herein referred to individually and collectively as the “Employment Term”. Notwithstanding anything to the contrary contained herein, the Employment Term shall be subject to termination as provided in Section 3.2 of this Agreement.

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3.2. Termination.

(a)Immediately for Cause. Notwithstanding the provisions of Section 3.1 above, the Corporation may immediately terminate Employee’s employment hereunder for “Cause,” which shall include the following: (i) Employee’s dishonesty, fraud or misrepresentation in connection with his employment pursuant to the terms hereof, or Employee’s breach of his fiduciary duty owed to the Corporation, (ii) theft, misappropriation or embezzlement by Employee of the Corporation’s funds or resources, (iii) Employee’s conviction of or a plea of guilty or nolo contendere in connection with any felony, crime involving fraud or misrepresentation, or any other crime, or (iv) a breach by Employee of any material term hereof.

In the event of any termination pursuant to this subsection, the Corporation shall be obligated to pay Employee only those portions of his compensation provided by Section 2.1 hereof which shall accrue to Employee up to and including the date upon which such termination becomes effective, in addition to reimbursing Employee for any expenses incurred in accordance with the provisions of Section 2.5 hereof.

(b)Termination Without Cause. Notwithstanding anything in this Agreement to the contrary, should the Corporation terminate Employee’s employment hereunder at any time without Cause as described above, as a condition to any such termination, the Corporation shall (i) pay Employee those portions of his compensation provided by Sections 2.1 and2.2 hereof which shall accrue to Employee up to and including the date upon which such termination becomes effective, (ii) reimburse Employee for any expenses incurred in accordance with the provisions of Section 2.5 hereof, and (iii) pay Employee his base pay on a monthly basis for a period of six-months in accordance with the payment amounts and terms as provided in Section 2.1.and (iv) reimburse Employee for normal COBRA costs for the six month period. In addition, the Corporation shall also pay the foregoing amounts to Employee if Employee’s employment pursuant to the terms hereof is terminated in connection with any merger of the Corporation with or into another person or entity or the sale by the Corporation of all or substantially all of its business, assets or stock.

(c)Immediately Due to Disability or Death. Subject to the following, and notwithstanding anything in this Agreement to the contrary, the Corporation may immediately terminate Employee’s employment hereunder upon Employee’s disability (as determined below) or death, provided that in the event the Corporation terminates Employee’s employment under this subsection due to Employee’s (i) disability, the Corporation shall, in addition to reimbursing Employee for any expenses incurred in accordance with the provisions of Section 2.5 hereof, be obligated to pay Employee those portions of his compensation provided for by Sections 2.1 hereof which shall accrue to Employee up to and including the date upon which Employee became disabled; and (ii) death, the Corporation shall, in addition to reimbursing Employee’s estate for any expenses incurred in accordance with the provisions of Section 2.5 hereof, be obligated to pay Employee’s estate only those portions of his compensation provided by Sections 2.1 and 2.2 hereof which shall accrue to Employee up to and including the date upon which Employee died.

For the purposes of this Agreement, Employee shall be deemed to be suffering from a disability if Employee, in the reasonable judgment of the Corporation’s Board

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of Directors (with Employee abstaining from any such vote if Employee is elected to serve on the Corporation’s Board of Directors), is unable to perform his duties, as specified in Section 1 hereof, by reason of illness or incapacity for a period of more than 60 days in any six-month period.

(d)Termination by Employee. In the event Employee terminates this Agreement, the Corporation shall be obligated to pay Employee only those portions of his compensation provided by Sections 2.1 hereof which shall accrue to Employee up to and including the date upon which such termination becomes effective, in addition to reimbursing Employee for any expenses incurred in accordance with the provisions of Section 2.5 hereof, with the exception of any automobile-related expenses.

(e)Cessation Upon Non-Renewal. In the event Employee’s employment with the Corporation ceases upon non-renewal of the Employment Term by the Corporation or the Employee as provided in Section 3.1 of this Agreement, the Corporation shall be obligated to pay Employee in accordance with Section 3.2 (b) including those portions of his compensation provided by Sections 2.1, 2.2 and 2.4 hereof which shall accrue to Employee up to and including the date upon which such cessation becomes effective, in addition to reimbursing Employee for any expenses incurred in accordance with the provisions of Section 2.5 hereof, with the exception of any automobile-related expenses.

4.Equity Compensation. At the sole discretion of the Board, Employee may be entitled to participate in such equity incentive plans or programs as the Board may, from time-to-time, implement, provided that nothing herein shall obligate the Corporation to allow Employee to participate in any such plan or program.

4.1.Special Stock Grant. To the extent approved by the Board, Employee shall be eligible to receive a special restricted stock award grant of 175,000 shares (or a portion thereof) contingent upon the accomplishment of specific defined and agreed upon goals as determined at the discretion of the CEO of the Corporation and approved by the Committee. Any such shares issued to the Employee shall be vested upon issuance and subject to such additional terms and conditions imposed thereon at the time of issuance (including, without limitation, the terms and conditions imposed by the applicable equity compensation plan maintained by the Company pursuant to which such shares are issued and the terms of the applicable award agreement).

5. Confidentiality Agreement and Covenant Not to Compete; Nonsolicitation.

5.1.Confidentiality Agreement. Employee acknowledges the interest of the Corporation in maintaining the confidentiality of information related to its business and shall not at any time during the Employment Term or for five (5) years thereafter, regardless of the reason for or circumstances of termination of employment, directly or indirectly, reveal or cause to be revealed to any person or entity the production processes, inventions, trade secrets, customer lists or other confidential business information obtained by him as a result of his employment with the Corporation, including information received by him prior to the Effective Date, except when specifically authorized in writing to do so by the Board; provided, however, that the parties acknowledge that it is not the intent of this Section 5.1 to include within its subject matter

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(i) information not proprietary to the Corporation, or (ii) information which is in the public domain.

5.2.Covenant Not to Compete; Nonsolicitation. During the Employment Term and for one (1) year immediately following the termination of Employee’s employment (the “Noncompete Period”), regardless of the reason, if any, for any such termination, Employee shall not, on his behalf or on behalf of or in conjunction with any other person, persons, firm or partnership, corporation, entity or company:

(a)compete, directly or indirectly, with the Corporation or engage or participate, directly or indirectly, in any business or businesses substantially similar to the business conducted by the Corporation, including needle-free injectors, mini-needle injectors, transdermal gel delivery systems and fast melting oral tablet delivery systems, as of the Effective Date or as may thereafter be conducted by the Corporation at any time during the Noncompete Period.

(b)solicit or cause to be solicited any customers of the Corporation in manner prohibited by the terms hereof.

(c)recruit or cause any other person to recruit any employee of the Corporation to any of said business or businesses.

6. Miscellaneous.

6.1.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express overnight courier service (charges prepaid), or (iii) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day). Such notices, demands and other communications shall be sent to the addresses indicated below:

To the Company:	Antares Pharma, Inc. Princeton Crossroads Corp Ctr 250 Phillips Blvd, Suite 290 Ewing, NJ 08618 Attention: Chief Executive Officer Facsimile:        (609) 359-3015
with a copy to:	Pepper Hamilton LLP 3000 Two Logan Square 18th and Arch Streets Phila, PA 19103 Attention: Jonathan Clark, Esq Facsimile:        (215) 963-5299

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To Employee To the address on file with the
Company.

6.2.Obligations and Benefits. The obligations and benefits set forth in this Agreement shall be binding and inure to the benefit of the respective parties hereto and their personal representatives, successors and permitted assigns.

6.3.Internal Revenue Code Section 409A. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Section 409A of the Code, if the Employee is deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, the Employee agrees that the payments and benefits due to the Employee under this Agreement in connection with a termination of the Employee’s employment hereunder that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. In light of the uncertainty surrounding the application of Section 409A of the Code, the Corporation cannot make any guarantee as to the treatment under Section 409A of the Code of any payments made or benefits provided under this Agreement.

6.4.Assignment. Absent the Corporation’s express written consent, which may be withheld at the Corporation’s discretion, Employee may not assign any obligations or benefits under this Agreement; the Corporation is free to assign its obligations or benefits under this Agreement.

6.5.Waiver. A waiver by the Corporation or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

6.6.Amendment. This Agreement shall be amended only in writing, signed by both parties.

6.7.Governing Law. This Agreement shall in all respects be interpreted, construed and governed by and in accordance with the laws of Delaware, without giving effect to principles of conflict of laws.

6.8.Entire Agreement. This Agreement contains the entire agreement of the parties. This Agreement supersedes any and all prior agreements between the parties hereto, whether oral or written, including, without limitation, that certain term sheet previously discussed and reviewed by the parties. All of such other agreements, whether oral or written, are hereby null and void and of no further force and effect.

6.9.Severability. If any portion or portions of this Agreement shall be, for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid and enforceable.

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6.10.Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective the day and year first above written.

ANTARES PHARMA, INC.

By:     /s/ Jack Stover             
Its:   President and CEO

/s/ Peter Sadowski, Ph.D.      
Peter Sadowski, Ph.D.

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EX-10

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of the 13th day of October, 2006 (“Effective Date”), by and among Antares Pharma AG (the “Corporation”), Gewerbestrasse 18, 4123 Allschwil, Switzerland, a wholly-owned subsidiary of Antares Pharma, Inc., Antares Pharma, Inc. (“Antares”) and Dario Carrara (“Employee”).

WITNESSETH:

WHEREAS, Employee, the Corporation and Antares desire to enter into this Agreement to define their continued relationship, including the terms of Employee’s continued employment by the Corporation.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1.Employment. As of the Effective Date, the Corporation shall continue to employ Employee as its Managing Director and President of Antares Pharma AG and Antares Pharma IPL AG and as Vice President of Antares Pharma Inc, to perform the duties and functions as are reasonably and lawfully specified from time-to-time by the Corporation and or Antares’ Chief Executive Officer, and/or its Board of Directors. Employee hereby accepts such continued employment and, during the Employment Term, as hereinafter provided, Employee agrees to devote his full business time, skill, energy and attention, in a diligent, trustworthy, loyal, businesslike and efficient manner, to advancing the Corporation’s and Antares’ interests and to performing such duties and functions in accordance with Employee’s experience and skills. The primary place of employment shall be in the Basel-, Switzerland-Area. Employee recognizes that his continued employment pursuant to the terms hereof requires him to extensively travel, including internationally, on behalf of the Corporation and Antares.

2. Compensation.

2.1.Base-Salary. For all services rendered by Employee pursuant to this Agreement, the Corporation shall pay Employee a monthly salary, subject to withholding and other applicable employment taxes and other proper payroll deductions, of Twenty Three Thousand Four Hundred Sixty-Two Swiss francs (CHF 23’462) (as the Corporation in its sole discretion may increase during the Employment Term) in monthly installments. Such monthly salary shall be paid in accordance with the Corporation’s established pay policies and procedures. A 13th payment amounting to one month’s salary is payable in November (pro rata temporis). In addition, the Corporation shall provide Employee Ten Thousand Swiss francs (CHF 10’000.--) per year for flat expense reimbursement, Seven Thousand Two Hundred Swiss francs (CHF 7’200.--) per year for child care expenses and Three Thousand Swiss francs (CHF 3’000--) per month for a housing allowance. Including the 13th payment, the reimbursement for expenses, childcare and the monthly housing allowance, the gross annual compensation amounts to CHF 358’206.--.

2.2.Performance Bonus. For each calendar year commencing on or after January 1, 2006 in which the Corporation employs the Employee, the Employee shall be eligible to receive an annual bonus targeted at twenty percent (20%) with a maximum of thirty five percent (35%) of his Base Salary for each such calendar year, the exact amount to be established by the CEO of the Corporation (the “CEO”) with the approval of the Compensation Committee (the “Discretionary Bonus”), provided however, that the amount of such Discretionary Bonus may be reduced or eliminated if, upon the determination of the Corporation’s independent compensation consultants, Employee’s total aggregate compensation for such calendar year (including, without limitation, the amount of such Discretionary Bonus) is determined to be unreasonable and/or significantly above the target aggregate compensation established by the Committee for the Employee if such reduction or elimination did not occur. The Discretionary Bonus shall be payable based upon achieving business objectives to be determined by the CEO and approved by the Compensation Committee. The business objectives shall be made available to the Executive in writing before the beginning of each calendar year. The Discretionary Bonus shall be payable in cash, shares of the Company stock or in some combination thereof, as determined by the Board in its sole discretion, and shall be paid as soon as reasonably practicable after the end of the calendar year to which it relates but not later than March 15 of the calendar year following the calendar year to which it relates.

2.3.Benefits. Subject to the Corporation’s and Antares’ policies and practices, Employee shall be entitled, to participate in the Corporation’s and/or Antares’ established benefits plans, including health and dental insurance plans, provided that with respect to any insurance benefits, such participation shall be subject to approval by the Corporation’s and/or Antares’ respective insurance provider. Employee acknowledges that he is not entitled to any further benefits other than set forth herein or as the Corporation’s or Antares’ Board of Directors, in its sole discretion, shall determine to grant Employee, and that, from time to time, the Corporation and/or Antares may change the benefits it offers its employees, including Employee. The Corporation shall also reimburse Employee for his life insurance-related expenses according to the insurance policy 7.310.878 of Zürich Versicherungen in the aggregate amount of currently 318 Swiss francs per month (as may be increased annually during the Employment Term).

2.4.Vacation. Employee shall be entitled, during the Employment Term, to twenty-five (25) vacation days per year, in addition to other customary office holidays, during which time his compensation shall be paid in full. Employee shall be entitled to take such vacation days at any time and in any combination; provided, however, that Employee agrees to take into consideration the needs and exigencies of the business of the Corporation and Antares, and shall not take such vacation days at such times or in such combinations as will substantially impair his ability to carry out his duties hereunder.

2.5.Expenses. Consistent with the Corporation’s expenses regulations, the Corporation reimburse the Employee for all business-related expenses that he incurs in connection with his duties hereunder.

2.6.School allowance. The Corporation will pay the annual school allowance for the private school of the three children of the Employee. The Corporation will make an annual contribution of currently CHF 66’250.-- (as may be increased annually during

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the Employment Term), under a Cooperation Agreement with the International School of Basel for the Employment Term.

2.7.Deductions. Statutory premiums for social security, insurances, Pension-fund and income tax withholding will be deducted from the salary each month.

2.8.Tax Return Allowance. The Corporation shall reimburse the Employee for the cost he incurs in connection with having his tax return declaration completed by a professional accounting firm that is reasonably satisfactory to the Corporation (but which firm shall not include the Corporation’s or Antares’ then current or immediately prior audit firm); provided, however, that such reimbursement shall not exceed Two Thousand Five-Hundred Swiss francs (CHF 2’500.--) (as the Corporation in its sole discretion may increase during the Employment Term).

2.9.Relocation expenses. If Employee’s primary place of Employment, pursuant to the foregoing, is changed to a location more than 50 kilometres from Basel, Switzerland, as a precursor to any such location, the Corporation shall agree to reimburse Employee for any reasonable relocation related expenses, the amount and manner of which shall be consistent with Antares’ and/or the Corporation’s then current policies and procedures.

2.10.Company Car. During the Employment Term, Company will pay the equivalent of or Employee will receive an annual allowance not to exceed Twenty-Eight Thousand Five-Hundred Swiss francs (CHF 28’500).-- (as the Corporation in its sole discretion may increase during the Employment Term), to be applied against automobile leasing, insurance and operating expenses.

2.11.Home-Leave. The Corporation will pay for the costs, not to exceed Eighteen Thousand Five-Hundred (CHF 18’500).-- in the aggregate (as the Corporation in its sole discretion may increase during the Employment Term), of two round trips Switzerland-Buenos Aires-Switzerland (coach class) per year for the Employee and his direct family members.

3. Term and Termination.

3.1.Employment Term. The “Employment Term,” as that term is used throughout this Agreement, shall commence on the Effective Date and end with the termination of either party of this agreement. The notice period of the termination is six months as per the end of the respective month.

3.2. Termination.

(a)Immediately for Cause. Notwithstanding the provisions of Section 3.1 above, either the Corporation or Antares may immediately terminate Employee’s continued employment hereunder for “Cause,” which shall include the following: (i) Employee’s dishonesty, fraud or misrepresentation in connection with his employment pursuant to the terms hereof, or Employee’s breach of his fiduciary duty owed to the Corporation or Antares, (ii) theft, misappropriation or embezzlement by Employee of the Corporation’s or Antares’ funds or resources, (iii) Employee’s conviction of or a plea of guilty or nolo contendere (or a similar plea)

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in connection with any felony, crime involving fraud or misrepresentation, or any other crime, or (iv) a breach by Employee of any material term hereof.

In the event of any termination pursuant to this subsection, the Corporation shall be obligated to pay Employee only those portions of his compensation provided by Section 2.1 hereof which shall accrue to Employee up to and including the date upon which such termination becomes effective.

(b)Termination Without Cause. Notwithstanding anything in this Agreement to the contrary, should the Corporation terminate Employee’s employment hereunder at any time without Cause as a condition to any such termination, the Corporation shall (i) pay Employee those portions of his compensation provided by Sections 2.1, 2.3 , 2.5, 2.6, 2.7, 2.8, 2.10 and 2.11. hereof which shall accrue to Employee up to and including the date upon which such termination becomes effective, and (ii) pay Employee an amount equal to six-month’ base pay in accordance with the payment amounts and terms provided in Section 2.1. In addition, the Corporation shall also pay the foregoing amounts to Employee if Employee’s employment pursuant to the terms hereof is terminated by the Corporation, Antares or any successor (other than for Cause, as described above) in connection with any merger of the Corporation or Antares with or into another person or entity or the sale by the Corporation or Antares of all or substantially all of its respective business, assets or stock (collectively, a “Merger”). In the event of a Merger pursuant to which Employee’s employment pursuant to the terms hereof is terminated by the Corporation, Antares or any such successor (other than for Cause, as described above), the Corporation shall also continue, and shall cause any such successor to continue, Employee’s then current benefits provided by the terms of Section 2.3 hereof for a period not to exceed six (6) months.

(c)Immediately Due to Disability or Death. Subject to the following, and notwithstanding anything in this Agreement to the contrary, the Corporation or Antares may immediately terminate Employee’s employment hereunder upon Employee’s disability (as determined below) or death, provided that in the event the Corporation or Antares terminates Employee’s employment under this subsection due to Employee’s (i) disability, the Corporation shall be obligated to pay Employee only that portion of his compensation provided for by Section 2.1 hereof which shall accrue to Employee up to and including the date upon which Employee became disabled; and (ii) death, the Corporation shall be obligated to pay Employee’s estate only that portion of his compensation provided by Section 2.1 hereof which shall accrue to Employee up to and including the date upon which Employee died.

For the purposes of this Agreement, Employee shall be deemed to be suffering from a disability if Employee, in the reasonable judgment of Antares’ Board of Directors (with Employee abstaining from any such vote if Employee is elected to serve on the Corporation’s Board of Directors, about which no representation is made herein or otherwise), is unable to perform his duties, as specified in Section 1 hereof, by reason of illness or incapacity for a period of more than 180 days in any 12-month period.

(d)Termination by Employee. In the event Employee terminates this Agreement, the Corporation shall be obligated to pay Employee only that portion

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of his compensation provided by Section 2.1-2.11 hereof which shall accrue to Employee up to and including the date upon which such termination becomes effective.

4. Options; Restricted Stock.

4.1.Option Grant. Upon execution and delivery by Employee of this Agreement, Antares shall issue at the next regularly scheduled Compensation Committee meeting to Employee three-year qualified options to purchase an aggregate of eighty thousand (80,000) shares of Antares’ common stock at an exercise price equal to the closing price of Antares’ common stock on the American Stock Exchange on that day. This option grant shall, in all cases, be subject to the terms of Antares’ Stock Option Plan for Employees, and the form of agreement reflecting such options shall be in the form customarily used by Antares or reasonably required by the Committee.

4.2.Additional Awards. At the sole discretion of Antares’ Board of Directors, Employee may be entitled to participate in such other equity incentive plans or programs as such board may, from time-to-time, implement, provided that nothing herein shall obligate Antares to allow Employee to participate in any such plan or program.

4.3.Special Stock Grant. To the extent approved by the Antares’ Board of Directors, Employee shall be eligible to receive a special restricted stock award grant of 280’000 shares (or a portion thereof) contingent upon the accomplishment of specific defined and agreed upon goals as determined at the discretion of the CEO and approved by the Compensation Committee. Any such shares issued to the Employee shall be vested upon issuance and subject to such additional terms and conditions imposed thereon at the time of issuance (including, without limitation, the terms and conditions imposed by the applicable equity compensation plan maintained by the Company pursuant to which such shares are issued and the terms of the applicable award agreement).

5.Confidentiality Agreement and Covenant Not to Compete; Nonsolicitation.

5.1.Confidentiality Agreement. Employee acknowledges the interest of the Corporation and Antares in maintaining the confidentiality of information related to its respective business and shall not at any time during the Employment Term or thereafter, regardless of the reason for or circumstances of termination of employment, directly or indirectly, reveal or cause to be revealed to any person or entity the production processes, inventions, trade secrets, customer lists or other confidential business information obtained by him as a result of his employment pursuant to the terms hereof, including information received by him prior to the Effective Date, except when specifically authorized in writing to do so by Antares’ Board of Directors; provided, however, that the parties acknowledge that it is not the intent of this Section 5.1 to include within its subject matter (i) information not proprietary to the Corporation or Antares, or (ii) information which is in the public domain.

5.2.Covenant Not to Compete; Nonsolicitation. During the Employment Term and for one (1) year immediately following the termination of Employee’s employment (the “Noncompete Period”), regardless of the reason, if any, for any such

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termination, Employee shall not, on his behalf or on behalf of or in conjunction with any other person, persons, firm or partnership, corporation, entity or company:

(a)compete, directly or indirectly, with the Corporation or Antares or engage or participate, directly or indirectly, in any business or businesses substantially similar to the business conducted by the Corporation or Antares as of the Effective Date or as may thereafter be conducted by the Corporation or Antares at any time during the Noncompete Period.

(b)solicit or cause to be solicited any customers of the Corporation or Antares in manner prohibited by the terms hereof.

(c)recruit or cause any other person to recruit any employee of the Corporation or Antares to any of said business or businesses.

(d)Employee acknowledges that he has been acting as the Corporation’s Managing Director prior to the Effective Date. Employee agrees that the benefits conferred on him by this Agreement, including, without limitation, the benefits provided for in Sections 2.2, 2.3 and 4 hereof, constitute new and valuable consideration sufficient for his covenants contained in this Section 5.

6. Miscellaneous.

6.1.Notices. All notices and other communications under this Agreement will be sufficient if written and sent by registered or certified mail, return receipt requested, in the case of Employee, to his residence as shown on the Corporation’s records, and in the case of the Corporation, to c/o Antares Pharma, Inc. at its offices at Princeton Crossroads Corporate Center, 250 Phillips Boulevard, Suite 290, Ewing, NJ 08618, with a copy to attention Jonathan A. Clark, Esq. Pepper Hamilton LLP, 3000 Two Logan Square, 18^th and Arch Streets, Philadelphia, PA 19103-2799; provided, however, that any notice of change of address shall be effective only upon receipt.

6.2.Obligations and Benefits. The obligations and benefits set forth in this Agreement shall be binding and inure to the benefit of the respective parties hereto and their personal representatives, successors and permitted assigns.

6.3.Assignment. Absent Antares’ express written consent, which may be withheld at Antares’ discretion, Employee may not assign any obligations or benefits under this Agreement; each of the Corporation and Antares is free to assign its obligations or benefits under this Agreement.

6.4.Waiver. A waiver by the Corporation, Antares or Employee of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

6.5.Amendment. This Agreement shall be amended only in writing, signed by each party hereto.

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6.6.Governing Law; Venue. This Agreement shall in all respects be interpreted, construed and governed by and in accordance with the laws of Switzerland , and shall be submitted to the exclusive jurisdiction of the courts in the Kanton of Basel-Land (Switzerland).

6.7.Entire Agreement. This Agreement contains the entire agreement of the parties. This Agreement supersedes any and all prior agreements between the parties hereto, whether oral or written, including, without limitation that certain term sheet previously discussed and reviewed by the parties. All of such other agreements, whether oral or written, are hereby null and void and of no further force and effect.

6.8.Severability. If any portion or portions of this Agreement shall be, for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid and enforceable.

6.9.Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective the day and year first above written.

ANTARES PHARMA AG


By:  /s/ Thomas Bergmen              
Its:   Director, Antares Pharma AG


ANTARES PHARMA, INC.


By:  /s/ Jack Stover                        
Its:    President and CEO               


   /s/ Dario Carrara                          
Dario Carrara

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EX-10

Exhibit 10.3

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

This Amendment No. 1, dated as of October 13, 2006 (this “Amendment”), by and among Antares Pharma, Inc., a Delaware corporation (the “Company”), and James Hattersley (the “Employee”).

RECITALS

WHEREAS, the Company and the Employee are parties to an Employment Agreement, dated February 14, 2005 (the “Agreement”), pursuant to which the Employee serves as Vice President of Corporate Business Development; and

WHEREAS, the Company has determined that it is essential to the business of the Company to provide for the continued employment of the Employee; and

WHEREAS, the Agreement was extended for an additional one-year period by mutual agreement of the parties; and

WHEREAS, in accordance with Section 6.5 of the Agreement, the parties wish to amend the Agreement in writing to extend the term of the Agreement (the “Employment Term”); and

WHEREAS, in addition, the parties also wish to amend the Agreement further to provide for the automatic renewal of the Employment Term, to provide for a potential reduction of annual performance bonus payments, to provide for reimbursement of annual membership fees to either an airline club of the Employee’s choosing or for an American Express credit card, to provide for an additional stock award subject to the achievement of certain performance objectives, and to include the treatment of severance with respect to any non-renewal of the Agreement and with respect to Section 409A of the Internal Revenue Code of 1986, as amended.

AGREEMENT

NOW THEREFORE, the parties hereby amend the Agreement as follows:

1. Section 2.3 of the Agreement shall be amended to read in its entirety, as follows:

“2.3.Performance Bonus. For each calendar year of the Employment Term in which the Corporation employs the Employee, the Employee shall be eligible to receive an annual bonus targeted at twenty percent (20%) with a maximum of thirty five percent (35%) of his Base Salary for each such calendar year, the exact amount to be established by the CEO with the approval of the Compensation Committee of the Corporation’s Board of Directors (the “Committee) (the “Discretionary Bonus”), provided however, that the amount of such Discretionary Bonus may be reduced or eliminated if, upon the determination of the Corporation’s independent compensation consultants, Employee’s total aggregate

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compensation for such calendar year (including, without limitation, the amount of such Discretionary Bonus) is determined to be unreasonable and/or significantly above the target aggregate compensation established by the Committee for the Employee if such reduction or elimination did not occur. The Discretionary Bonus shall be payable based upon achieving business objectives to be determined by the CEO and approved by the Committee. The business objectives shall be made available to the Executive in writing before the beginning of each calendar year. The Discretionary Bonus shall be payable in cash, shares of the Company stock or in some combination thereof, as determined by the Board in its sole discretion, and shall be paid as soon as reasonably practicable after the end of the calendar year to which it relates but not later than March 15 of the calendar year following the calendar year to which it relates.”

2. Section 2.6 of the Agreement is amended by the addition of the following:

2.1.Section 2.6 (i) shall be amended to read as follows: “(i) the total amount of all such Moving Expenses shall not exceed Fifty-Five Thousand Dollars ($55,000.00) and the Company will provide an initial gross up to the Employee for any federal taxes resulting from the delay in moving of over one (1) year since the Effective Date (January 7, 2005) of the Agreement.”

2.2.Section 2.6 of the Agreement is also amended by the addition of the following immediately at the end thereof:

“The Corporation shall also reimburse Employee for the cost of the annual membership fee for the airline club of his choice, or in the alternative, for the cost of the annual membership fee of an American Express Platinum Card, which reimbursement for each shall not exceed $400 annually.”

3. Section 3.1 of the Agreement is amended to read, in its entirety, as follows:

“3.1. Employment Term. The term of this Agreement shall commence on the Effective Date and end on the first anniversary of the Effective Date (the “Initial Period”). After the Initial Period, the Agreement and Employee’s employment with the Corporation shall automatically be renewed for an additional one-year period (the “Renewal Period”), unless either the Corporation or the Employee gives the other written notice not later than [60 days] prior to the scheduled termination of the Agreement of his or its intention not to continue this Agreement and his employment by the Corporation for another one-year period. The Initial Period and any Renewal Period(s) are herein referred to individually and collectively as the “Employment Term”. Notwithstanding anything to the contrary contained herein, the Employment Term shall be subject to termination as provided in Section 3.2 of this Agreement.”

4. A new Section 3.2(e) is added and shall read as follows:

“(e)Cessation Upon Non-Renewal. In the event Employee’s employment with the Corporation ceases upon non-renewal of the Employment Term by the Corporation or the Employee as provided in Section 3.1 of this Agreement, the

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Corporation shall be obligated to pay Employee only those portions of his compensation provided by Sections 2.1, 2.3 and 2.5 hereof which shall accrue to Employee up to and including the date upon which such cessation becomes effective, in addition to reimbursing Employee for any expenses incurred in accordance with the provisions of Section 2.6 hereof, with the exception of any automobile-related expenses.”

5. A new Section 4.3 is added and shall read as follows:

“4.3. Special Stock Grant. To the extent approved by the Board and conditioned upon approval by the shareholders of the Company of the Antares Pharma, Inc. 2006 Equity Incentive Plan, Employee shall be eligible to receive a special restricted stock award grant of 200,000 shares (or a portion thereof) contingent upon the accomplishment of specific defined and agreed upon goals as determined at the discretion of the CEO of the Corporation and approved by the Committee. Any such shares issued to the Employee shall be vested upon issuance and subject to such additional terms and conditions imposed thereon at the time of issuance (including, without limitation, the terms and conditions imposed by the applicable equity compensation plan maintained by the Company pursuant to which such shares are issued and the terms of the applicable award agreement).”

6. A new Section 6.3 is added and shall read as follows:

“6.3. Section 409A. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the Employee is deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B) of the Code, the Employee agrees that the payments and benefits due to the Employee under this Agreement in connection with a termination of the Employee’s employment hereunder that would otherwise have been payable at any time during the six-month period immediately following such termination of employment shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. In light of the uncertainty surrounding the application of Section 409A of the Code, the Corporation cannot make any guarantee as to the treatment under Section 409A of the Code of any payments made or benefits provided under this Agreement.”

7. Section 6.6 of the Agreement is amended to read, in its entirety, as follows:

“6.7. Governing Law. This Agreement shall in all respects be interpreted, construed and governed by and in accordance with the laws of Delaware, without giving effect to principles of conflict of laws.”

8.The parties hereby confirm that all of the other terms and provisions of the Employment Agreement remain in full force and effect and remain unchanged.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its respective duly authorized officers, and the Employee has executed this Amendment on the 13th day of October, 2006, in each case effective as of the date first above written.

ANTARES PHARMA, INC.

By:           \s\ Jack E. Stover         
Name: Jack E. Stover
Title:   Chief Executive Officer

  \s\ James Hattersley                   
James Hattersley

[Signature Page to Amendment No. 1 to Employment Agreement]