FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made effective as of this 1st day of October 2019 (the “Amendment Effective Date”) by and between JOHN M. LIMONGELLI (“Executive”) and NEOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Company and the Executive collectively are referred to as the “Parties.”
WHEREAS, the Executive is a party to an Employment Agreement with the Company dated as of March 18, 2019 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to amend his Employment Agreement as provided herein.
NOW, THEREFORE, in consideration of the promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Executive hereto agree as follows:
(1) Terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.
(2) Paragraph 2(b) of the Employment Agreement hereby is deleted in its entirety and replaced with the following as of the Amendment Effective Date:
(b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s target annual incentive compensation for calendar year 2019 and each calendar year thereafter shall be 40 percent of his Base Salary. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid.
(3) The Parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Amendment.
(4) This Amendment together with the Employment Agreement constitute the complete agreement of the Company and the Executive hereto with respect to the subject matters referred to herein and supersedes all prior or contemporaneous negotiations, promises, covenants, agreements or representations of every nature whatsoever with respect thereto. This Amendment cannot be amended, modified or supplemented with respect to the Executive except by an instrument in writing executed by the Company and the Executive.
(5) The terms of this Amendment shall be binding upon, and shall inure to the benefit of the Executive, the Company and their respective successors and assigns. Except as provided in this Amendment, all other terms and conditions contained in the Employment Agreement shall remain unchanged and in full force and effect.
(6) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.
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