Letter Agreement Between Synova Healthcare Group, Inc. and Stephen E. King Regarding Waiver of Termination Rights Under Employment Agreement
This letter agreement is between Synova Healthcare Group, Inc. and Stephen E. King. It addresses Mr. King's rights under his Employment Agreement to terminate his employment due to changes in the company's board of directors, specifically in connection with the upcoming merger with Allendale Pharmaceuticals, Inc. By signing, Mr. King agrees to waive his right to terminate the Employment Agreement based on board changes occurring up to and including the merger. This waiver does not affect any of his future rights under the Employment Agreement.
Exhibit 10.4.2
SYNOVA HEALTHCARE GROUP, INC.
Rose Tree Corporate Center
1400 N. Providence Road
Suite 6010, Building II
Media, Pennsylvania 19063
January 12, 2007
Synova Healthcare Group, Inc.
1400 N. Providence Road, Suite 6010
Media, Pennsylvania 19063
Attention: Stephen E. King
| Re: | Employment Agreement dated February 10, 2005 |
Dear Mr. King:
We refer you to the Employment Agreement dated February 10, 2005 (the “Employment Agreement”) among you, Synova Healthcare Group, Inc. (“Group”), and Synova Healthcare, Inc. (the “Company”). Group intends to enter into an Agreement and Plan of Merger (“Merger Agreement”), dated on or about January 12, 2007, with Allendale Pharmaceuticals, Inc. (“Allendale”). Under the Merger Agreement, Group will add Mr. George Votis to the board of directors.
Section 4.5 of the Employment Agreement entitles you to terminate the Employment Agreement in the event of a change in control of the Group or Company, including certain changes in board composition. In view of the changes in Group’s board composition that have previously occurred and the addition of Mr. Votis as part of the Allendale merger, we are requesting this waiver of any right you may have to terminate the Employment Agreement as a result of the changes in board composition occurring on or prior to the date hereof and as a result of the Allendale merger pursuant to the Merger Agreement. Your agreement to the above waiver shall not constitute a waiver of any future rights you may have under the Employment Agreement.
Please indicate by signing below your agreement to the above waiver and return a signed copy to Gregg S. Rivkind, Esq. via facsimile at (215) ###-###-#### and the original by regular mail sent to the attention of Gregg S. Rivkind, Esq., c/o Blank Rome LLP, 1 Logan Square, Philadelphia, PA 19103. Thank you for your assistance with this matter.
Synova Healthcare Group, Inc.
January 12, 2007
Page 2
| Sincerely, |
| /s/ David J. Harrison |
| David J. Harrison |
| President and Chief Operating Officer |
| Agreed to and accepted by: |
| /s/ Stephen E. King |
| Stephen E. King |
Date: January 12, 2007
