FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT
Exhibit
10.1
FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT
This
First Amendment (this “Amendment”) to that certain
Employment Letter Agreement dated May 12, 2017 (the
“Agreement”), by
and between Xxxxxxxx Xxxxxxxx (the “Employee”) and ENDRA Life Sciences
Inc. (the “Company”), is effective December
27, 2019.
WHEREAS, the parties desire to amend the
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the
promises and mutual covenants contained in this Amendment and the
Agreement, and other good and valuable consideration, the receipt
and legal sufficiency of which are hereby acknowledged, the parties
agree as follows:
AGREEMENT
A. Effect
of Amendment. This Amendment amends the Agreement. Except as
provided in this Amendment, all of the terms and conditions of the
Agreement remain in full force and effect.
B. Section
2. Section 2 is
deleted in its entirety and replaced with the
following:
2. Term.
Your employment pursuant to this
Agreement shall continue until terminated as provided in Section 8
below.
C. Section
9. Section 9 is
deleted in its entirety and replaced with the
following:
9. Certain
Payments upon Separation from Service. If you are terminated by the Company without Cause
(as defined in the Plan) or for Good Reason (as defined below),
then, contingent upon your execution, delivery and non-revocation
of a release in form and substance satisfactory to the Company and
consistent with the Company’s standard release agreement,
which contains a full release of all claims against the Company and
certain other provisions (the “Release Agreement”),
including a reaffirmation of the covenants in your Confidential
Information, Assignment of Inventions, and Non-Solicitation
Agreement, you will be entitled to (i) 12 months’ (or 24
months’ if such Separation from Service occurs within one
year following a Change in Control) continuation of your current
base salary and (ii) a lump sum payment equal to 12 months (or 24
months if such Separation from Service occurs within one year
following a Change in Control) of COBRA premiums based on the terms
of Company’s group health plan and your coverage under such
plan as of the date of your Separation from Service (regardless of
any COBRA election actually made by you or the actual COBRA
coverage period under the Company’s group health plan). The
Company’s obligations under this paragraph are subject to the
requirements and time periods set forth in this paragraph and in
the Release Agreement. Prior to receiving the payments described in
this paragraph, you must execute the Release Agreement on or before
the date 21 days (or such longer period to the extent required by
law) after your Separation from Service. If you fail to timely
execute and remit the Release Agreement, you waive any right to the
payments provided under this paragraph. Payments under this
paragraph will commence within 15 days of your execution and
delivery of the Release Agreement, provided that you do not revoke
the Release Agreement. Your rights following a Separation from
Service under the terms of any Company plan, whether tax-qualified
or not, that are not specifically addressed in this letter
agreement, will be subject to the terms of such plan, and this
letter agreement will have no effect upon such terms except as
specifically provided herein. Except as specifically provided in
this paragraph, you will not have any further rights to
compensation under this letter agreement following your Separation
from Service. “Good Reason” shall mean, in the context
of your resignation, a resignation that occurs within thirty (30)
days following the occurrence, without your written consent of one
or more of the following events: (i) any adverse change in your
base salary then in effect; or (ii) a significant reduction of your
responsibilities relative to your responsibilities in effect
immediately prior to such reduction; provided, however, that
“Good Reason” shall not be deemed to exist hereunder if
such change in base salary or reduction of responsibilities occurs
in connection with (x) changes or reductions generally applicable
to the Company’s management group, (y) your engagement in any
action or any inaction that would otherwise enable the Company to
terminate you for Cause.
D. Entire
Agreement. This Amendment and the Agreement together
constitute the entire agreement between the parties with respect to
the subject matter hereof and merge all prior and contemporaneous
communications regarding the same subject matter. They may not be
further modified except by a written agreement executed by the
parties.
IN WITNESS WHEREOF, the parties, intending to be
legally bound thereby, have executed this Amendment as of the date
first set forth above.
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EMPLOYEE
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By: /s/ Xxxxxxxx
Xxxxxxxx
Name:
Xxxxxxxx Xxxxxxxx
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By: _/s/ Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Chief Financial Officer
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