Exhibit 10.1


 





 


Proprietary and Confidential


 


Second Amendment to Engagement Letter


 


This Second Amendment (the “Second Amendment”) is
to the Interim Chief Executive Officer Services Engagement Letter, dated December 6, 2019 and effective as of December 9,
2019, and amended on February 28, 2020 (the “First Amendment”), between Winter Harbor LLC (“Winter Harbor”)
and Summer Infant, Inc. and its various affiliates and subsidiaries (collectively, the “Company”) (as amended,
the “Original Engagement Letter”).


 


The parties hereby agree to amend the Original Engagement Letter
as follows:


 


		(1)	Stuart Noyes’ title shall be changed from Interim Chief Executive Officer to Chief Executive Officer (“CEO”).
		(2)	Bruce Meier will be available to serve in an executive role for the Company to be identified and as approved by the Board of
Directors of Summer Infant, Inc. (the “Board”), provided that Mr. Meier shall only accept such appointment
after receiving evidence that Mr. Meier will be covered by the Company’s director and officer liability insurance policy.
		(3)	Section 11(a) of the Original Engagement Letter is amended and restated to provide as follows: “Termination
for Convenience. Either party may terminate this Agreement for convenience at any time on six months prior written notice to the
other party, which notice period may be terminated early upon appointment of a replacement CEO.”
		(4)	Section 11(b) of the Original Engagement Letter is amended and restated to provide as follows: “Termination
for Cause. Either party may terminate this Agreement for cause, including, without limitation, a material breach of the Agreement,
effective on written notice to the other party.”
		(5)	Paragraph (b) of the First Amendment is deleted in its entirety.
		(6)	Notwithstanding anything to the contrary in the Original Engagement Letter, during the term of the Original Engagement Letter,
as amended by this Second Amendment, Mr. Noyes shall not, directly or indirectly provide interim management or advisory services,
to a competitor of the Company. The foregoing shall not preclude Winter Harbor or its affiliates from representing a competitor
of the Company provided that Mr. Noyes does not assist with such representation during the term of the Original Engagement
Letter.
		(7)	In addition, as approved by the Board and contingent on the effectiveness of this Second Amendment and subject to his acceptance,
Mr. Noyes will be appointed as a member of the Board, provided that Mr. Noyes will only accept such appointment after
receiving evidence that Mr. Noyes will be covered by the Company’s director and officer liability insurance policy.



 


This Second Amendment shall be deemed effective upon the execution
of this Second Amendment by each of the parties below. Except to the extent expressly provided in this Second Amendment, the terms
and conditions of the Original Engagement Letter shall remain in full force and effect. This Second Amendment and the Original
Engagement Letter constitute and contain the entire agreement of the parties hereto and supersede any and all prior agreements,
negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject
matter hereof.


 


[Signature page follows]


 






     

     


    

 


	Winter Harbor LLC     	 	Summer Infant, Inc.
	 	 	 
	 	 	 	 	 
	By:	/s/ Stuart W. Noyes	 	By:	 /s/ Edmund Schwartz
	 	 	 	 	 
	Name:
    	   Stuart W. Noyes	 	Name:
    	      Edmund Schwartz
	 	 	 	 	 
	Title:
    	   Senior Managing Director	 	Title:
    	      CFO
	 	 	 	 	 
	Date:	   11/30/2020	 	Date:	     11/30/2020