Exhibit 10.1
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This amendment (this Amendment) to that certain Employment Agreement, effective December 1, 2020 (the
Agreement), by and between you and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the Company, and collectively with you, the Parties) is
entered into as of this 30th day of August, 2024.
WHEREAS, the Parties wish to
clarify certain terms and conditions of your employment set forth in the Agreement.
In consideration of your continued at-will employment with the Company and in furtherance of clarifying certain terms and conditions of the Agreement, you and the Company agree as follows:
1. Base Salary
(a) Your current base salary is $612,000 per annum, less payroll deductions and all required withholdings (the
Current Base Salary).
(b) Your Current Base Salary shall be reduced to $544,680 per annum, less payroll
deductions and all required withholdings (the Reduced Base Salary), effective September 1, 2024. The Reduced Base Salary shall be prorated for any partial year of employment on the basis of a
365-day year. The Reduced Base Salary may be adjusted from time to time in the Companys discretion. Executive understands and agrees that the instant salary reduction may not be a basis for a resignation
for Good Reason under the Agreement.
(c) References to Base Salary in Section 3.1 shall refer to the Reduced Base
Salary as of the effective date of this Amendment.
2. In consideration of you agreeing to the Reduced Base Salary, the existing language
set forth in Section 5.3(b)(ii) of the Agreement shall be entirely replaced by the following:
The Company shall pay Executive, as
severance, eighteen (18) months of Executives Prior Base Salary, subject to standard payroll deductions and withholdings (the Severance). The Severance will be paid in a lump sum within thirty (30) days following
Executives Separation from Service. Prior Base Salary shall be the greater of (i) the Current Base Salary or (ii) Executives base salary in effect as of the date of Executives Separation from
Service.
3. In further consideration of you agreeing to the Reduced Base Salary, the existing language set forth in Section 6.1
of the Agreement shall be entirely replaced by the following:
If there is a Change of Control (as defined below) and
(i) Executives employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or eighteen
(18) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled
to the following benefits: (A) a lump sum payment equal to the sum of (y) eighteen (18) months of Executives Prior Base Salary and (z) 150% of the current target Annual Bonus, to be made not later than 60 days following
Executives date of termination; and (B) the amount of