Exhibit 10.9
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made effective as of this 18th day of June 2020 (the “Amendment Effective Date”) by and between JOHN M. LIMONGELLI (“Executive”) and NEOS THERAPEUTICS, INC., a Delaware corporation (the “Company”). The Company and the Executive collectively are referred to as the “Parties.”
BACKGROUND
WHEREAS, the Executive is a party to an Employment Agreement with the Company dated as of March 18, 2019, as amended by that certain First Amendment to Employment Agreement dated as of October 1, 2019 and that certain Second Amendment to Employment Agreement dated as of April 1, 2020 (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 (4)(c)(i) of the Employment Agreement hereby is deleted in its entirety and replaced with the following as of the Amendment Effective Date:
“(i) the Company shall pay to the Executive a lump sum in cash in an amount equal to 18 months of his Base Salary then in effect plus 1.5 times his target Annual Performance Bonus then in effect (collectively, the “CIC Severance Amount”);”
(3) Paragraph (4)(c)(ii) of the Employment Agreement hereby is deleted in its entirety and replaced with the following as of the Amendment Effective Date:
“(ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer COBRA premium for the same level of group health coverage as in effect for the Executive on the Date of Termination until the earliest of the following: (i) the 18 month anniversary of the Date of Termination; (ii) the Executive’s eligibility for group health coverage through other employment; or (iii) the end of the Executive’s eligibility under COBRA for continuation coverage for health care. Notwithstanding the foregoing, if the Company determines at any time that its payments pursuant to this paragraph may be taxable income to the Executive, it may convert such payments to payroll payments directly to the Executive on the Company’s regular payroll dates, which shall be subject to tax-related deductions and withholdings; and”
(4) 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.
