AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
EXHIBIT 10.10
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement entered into as of December 20, 2021 (this “Amendment”), by and among Xxxxxxxx X. Xxxxx, DNA Genotek, Inc. and OraSure Technologies, Inc.
WHEREAS, the parties have previously entered into an Employment Agreement, dated as of January 1, 2019 (the “Employment Agreement”), and desire to amend the Employment Agreement as more fully set forth herein.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:
“3.4.5 Tax Equalization/Tax Services. Because during the Term Employee will be a United States citizen performing services in Canada, Employee may be subject to aggregate personal income tax in the United States and
Canada on compensation and benefits earned from the Company (“Company Compensation”) and on other income (“Other Income”) that may be greater than the personal income tax that Employee would have been required to pay had Employee remained working in the United States (such tax that Employee would have been required to pay had Employee remained working in the United States, the “Theoretical U.S. Tax,” and the actual tax that Employee will owe in both the United States and Canada, the “Actual Tax”). For the avoidance of doubt, it is understood and agreed that “Other Income” includes all of Employee’s income not reported on a Form W‑2 or similar Canadian form issued by the Company, including, but not limited to any capital gains attributable to the sale of OraSure stock. In order to protect Employee from incurring the additional cost of the Actual Tax over and above the Theoretical U.S. Tax (the “Supplemental Tax”), the Company will pay (i) the full amount of the Supplemental Tax with respect to the Company Compensation, (ii) up to a maximum of $30,000.00 USD per year of Supplemental Tax with respect to the Other Income and (iii) any additional tax necessary to put the Employee in the same after-tax position that Employee would have been in (taking into account any and all applicable federal, state, local and foreign income and employment taxes) had the Company not provided the amounts described in items (i) and (ii) (the amount determined under items (i) through (iii) of this sentence, the “Tax Equalization Benefit”). In order to process the Tax Equalization Benefit, an accounting firm selected and paid for by the Company will assist in preparing and filing Employee’s income tax returns required in the United States and Canada. In addition, this accounting firm will, at the Company’s cost, assist with the preparation and filing of Employee’s Canadian tax return, if required, for a period of three years after the date of the notice of assessment received for the last tax year Employee will be physically working in Canada, such assistance to include responding to any audits of Employee’s Canadian or US tax returns. Each year during the Term, the Company will make actual payments of income taxes for Employee in the United States and Canada. During the Term, the Company will deduct from Employee’s salary each pay period an amount that the Company, acting in good faith, determines is required by law to be withheld from the Company Compensation by taxing authorities in the United States and Canada. Following the end of each taxable year, the Company will provide Employee with a statement of tax liability that will indicate the amount of the Theoretical U.S. Tax, the Actual Tax and the Tax Equalization Benefit. If such statement indicates that the Company owes Employee additional Supplemental Tax or that Employee owes the Company any additional tax, the party owing such tax will remit it to the other party within 60 days. Any determination required under this Section 3.4.5 shall be made by the Company in its sole discretion.”
3.4.11 Departure Tax. In connection with Employee’s relocation to the United States, the Company shall pay or reimburse Employee for any liability under the “departure” tax rules in Canada; provided that the Company’s liability therefor shall not exceed $25,000.00 CDN in total.
The parties have executed this Amendment as of the date indicated above.
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ORASURE TECHNOLOGIES, INC. |
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/s/ Xxxxxxxx X. Xxxxx |
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By: |
/s/ Xxxxxxx X. Xxxx, Ph.D. |
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Xxxxxxxx X. Xxxxx |
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Xxxxxxx X. Xxxx |
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Title: |
President and Chief Executive Officer |
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DNA GENOTEK, INC. |
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By: |
/s/ Xxxxxxx X. Xxxx, Ph.D. |
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Xxxxxxx X. Xxxx |
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Title: |
Chief Executive Officer |
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