AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT OF DONALD J. FREED
Exhibit
10.1
AMENDMENT
NUMBER ONE
TO
EMPLOYMENT
AGREEMENT OF XXXXXX X. XXXXX
This
Amendment Number One is made this 15th day of February 2006, by and between
Competitive Technologies, Inc., a Delaware corporation (the “Company”) and
Xxxxxx X. Xxxxx (“Executive”).
RECITALS
A. The
Company and the Executive are parties to that certain Employment Agreement
dated
as of October 1, 2005 (the “Employment Agreement”).
B. The
Company and the Executive wish to amend the Employment Agreement to make certain
changes to the Employment Agreement for purposes of complying with section
409A
of the Internal Revenue Code of 1986, as amended.
AGREEMENT
NOW
THEREFORE the parties hereby agree as follows:
1. Section
6(k) of the Employment Agreement is amended by adding to the end thereof the
following additional language:
“The
amounts described in clause (i) above shall be paid according to the Company’s
regular payroll schedule applicable to Executive.”
2. Section
6(l) of the Employment Agreement is amended by adding to the end thereof the
following additional language:
“The
amounts described in clause (i) above shall be paid according to the Company’s
regular payroll schedule applicable to Executive.”
3. Section
6
of the Employment Agreement is amended by adding to the end thereof the
following new subsection (o):
“(o) Six-Month
Delay in Payment.
Notwithstanding anything contained herein to the contrary, in the event that
payment of any Severance Benefit or Change in Control Benefit hereunder is
subject to section 409A(2)(b)(i) of the Internal Revenue Code of 1986, as
amended, or any successor provision thereto (the “Code”), and if Executive is a
“Specified Employee”, then payment of such benefit shall be made no earlier than
6 months after Executive’s termination of employment by accumulating
all payments which would otherwise be payable during the first six (6) months
following the termination of employment and shall instead be paid on the date
that immediately follows the end of such six-month period, or as soon as
administratively practicable thereafter.
Any
payments which would otherwise have been made after the end of such six-month
period, shall be paid at the time provided for herein. For purposes of this
section, a “Specified Employee” is a key employee as defined in section 416(i)
of the Code (without regard to paragraph (5) thereof), for purposes of the
top-heavy provisions applicable to tax-qualified plans.
4. The
Employment Agreement is amended by adding to the end thereof the following
new
Section 21:
“21. Section
409A Compliance.
To
the
extent applicable, it is intended that this Agreement comply with the provisions
of section 409A of the Code. The Agreement shall be administered in a manner
consistent with this intent, and, if either party determines that any provision
would cause the Agreement to fail to satisfy section 409A of the Code, the
parties shall cooperate in preparing an amendment to comply with section 409A
of
the Code (which amendment may be retroactive to the extent permitted under
section 409A of the Code).”
5. This
Amendment Number One is effective as of the original date of the Employment
Agreement, October 1, 2005.
6. Except
as
above amended, the Employment Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF the parties hereto have executed this instrument on the day
and
year first above stated.
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EXECUTIVE
/s/
Xxxxxx X. Xxxxx
Xxxxxx
X. Xxxxx,
Ph.D.
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COMPETITIVE
TECHNOLOGIES, INC.
By:
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx, Chairman of
the Board
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