Exhibit 10.1


AGREEMENT


 


 


THIS AGREEMENT is made
as of the 5th day of September , 2016 by and between Hudson Technologies, Inc., PO Box 1541, One Blue Hill Plaza, Pearl River,
New York 10965, Hudson Technologies of Tennessee, dba Hudson Technologies Company, PO Box 1541, One Blue Hill Plaza, Pearl River,
New York 10965 (hereinafter Hudson Technologies, Inc. and Hudson Technologies of Tennessee, dba Hudson Technologies Company are
collectively referred to herein as "Hudson") and Nat Krishnamurti, residing at 24 Oak Tavern Circle, Branchburg, NJ 08876
("Executive").


 


WHEREAS, the Executive
is commencing his employment as executive officer of Hudson to hold the title of Vice President, Chief Financial Officer of Hudson;
and


 


WHEREAS, Executive
is also commencing his employment with Hudson Technologies Company to hold the position of Vice President, Chief Financial Officer,
and is employed at Hudson’s Pearl River, New York headquarters facility; and


 


WHEREAS, Hudson Technologies,
Inc. is the parent corporation of Hudson Technologies Company; and


 


WHEREAS, Hudson and
the Executive acknowledge that, because the Executive's duties and responsibilities will bring the Executive into contact with
Hudson's confidential information, Hudson must ensure that its valuable confidential information, as well as its customer relationships,
are protected and can be entrusted to the Executive; and


 


WHEREAS, Hudson and
the Executive acknowledge that the Executive's talents, knowledge and services to Hudson are of a special, unique, and extraordinary
character and are of particular and peculiar benefit and importance to Hudson; and


 


WHEREAS, Hudson desires
to ensure that it will receive the dedication, loyalty and service of, and the availability of objective advice and counsel from,
the Executive, as well as assurances that the Executive will devote his best efforts to his employment with Hudson and that he
will not solicit other executives or employees of Hudson or the Company, and


 


WHEREAS, the Executive
has been offered, and desires to accept, employment with Hudson as described in this Agreement, expressly conditioned upon Executive’s
execution of this agreement; and Executive has agreed to execute and be bound by this Agreement as a condition of employment, prior
to the effective date of employment


 


NOW, THEREFORE, in
consideration of the commencement of the employment by Hudson of the Executive, the payments, rights and benefits granted, and
the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which is hereby
acknowledged, it is agreed:


 






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1.TERMINATION:The following
payments and benefits (hereinafter "Severance Benefits") will be provided to the Executive by Hudson in the event of
a Termination of Employment (as hereinafter defined) of the Executive:


 


A.Executive will
continue to receive his annual base salary, based upon his annual base salary in effect as of the date of his Termination of Employment
(as hereinafter defined), for a period of twelve (12) months (the "Severance Period"), in accordance with Hudson’s
normal payroll practice in effect as of the date of this Agreement. Hudson shall deduct from Executive's continuing payroll all
normal tax withholdings and deductions which Hudson is required by law to make. The initial payment shall be made within the forty-five
(45) day period following the Executive’s Termination of Employment and the Executive shall have no right to designate the
taxable year of payment.


 


B.Within the forty-five
(45) day period following the Executive’s Termination of Employment, Hudson will pay to the Executive a lump sum payment
in an amount equal to a pro rata bonus through the date of Termination of Employment (the "Pro-Rata Bonus"). For purposes
of this paragraph "1.B", the Pro-Rata Bonus shall be an amount equal to the highest bonus earned by the Executive in
any calendar year within the three (3) calendar years immediately preceeding the date of Termination of Employment, pro rated for
the period served during the year in which the Termination of Employment occurs. Hudson shall deduct from this bonus payment all
normal tax withholdings and deductions which Hudson is required by law to make. The Executive shall have no right to designate
the taxable year of payment.


 


Notwithstanding the
foregoing, Hudson shall not be obligated to pay the Pro-Rata Bonus to the Executive if as of the date of Termination of Employment
(i) Hudson is operating at a level of performance, on a year to date basis, below Hudson's net profit goals as established by Hudson's
Budget (as hereinafter defined), or (ii) the Executive is acting at a level of performance, on a year to date basis, such that
he has not achieved all of the performance criteria established by the Executive's Budget (as hereinafter defined). For purposes
of this subparagraph "1.B", Hudson shall prepare a profit and loss statement showing Hudson's total year to date net
profit as of the close of business the day prior to the date of Termination of Employment, and as compared to the net profit under
Hudson's Budget (the "Interim P&L").


 


C.Within the forty-five
(45) day period following the Executive’s Termination of Employment, Hudson will pay to the Executive a lump sum payment
for the Executive's unused vacation for the year in which the Termination of Employment occurs, equal to the number of prorata
unused vacation days on the date of Termination of Employment, as determined in accordance with Hudson's standard vacation policy,
multiplied by the Executive's daily base salary on the date of Termination of Employment. Hudson shall deduct from this payment
all normal tax withholdings and deductions which Hudson is required by law to make. The xecutive shall have no right to designate
the taxable year of payment.


 






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D.The Executive's
participation in life, health and dental insurance, disability insurance, and any other benefits (the "Benefits") provided
by Hudson to the Executive as of the date of the Termination of Employment shall be continued, or essentially equivalent benefits
provided by Hudson, for the entire Severance Period or until otherwise terminated by the Executive, on the same terms, conditions
and costs as if the Executive continued in the employ of Hudson. To the extent Benefits include health and dental insurance, such
Benefits shall be provided as COBRA continuation coverage, and not in addition to COBRA. Notwithstanding the foregoing, to the
extent Benefit coverages provided to the Executive under this Section are taxable to the Executive, Hudson’s obligation hereunder
shall not exceed the applicable dollar amount under Section 402(g)(1) (B) of the Internal Revenue Code of 1986, as amended determined
as of the year in which the Executive’s “Separation of Service” occurs which is exempt under Treasury Reg. Section
1.409A-1(b)(9)(v)(D) (Limited Payment).


 


E.All stock options,
stock appreciation rights, and any similar rights which the Executive holds on the date of Termination of Employment shall become
fully vested and be exerciseable on the date of Termination of Employment, and shall remain exerciseable following the Termination
of Employment until (i) expiration of the Severance Period, (ii) termination of Severance Benefits pursuant to paragraph "6.A"
below, or (iii) expiration of the original term of the stock option, stock appreciation right or similar right, whichever first
occurs. No extension of an exercise period under this Agreement shall extend to a date that would cause such stock option, stock
appreciation right or similar right to be subject to Code Section 409A.


 


F.For purposes
of this agreement, the following definitions will apply:


 


(i)A
"Termination of Employment" shall take place in the event that the Executive's employment is terminated (a) by Hudson
without Cause (as hereinafter defined) or (b) by the Executive following an event constituting Good Reason (as hereinafter defined).


 


(ii)"Cause"
shall exist if the act(s) or conduct of the Executive make it unreasonable to require Hudson to continue to retain Executive in
its employment, such as, but not limited to, (a) the Executive's willful and continued refusal to perform, or the Executive's willful
and continued neglect of, the substantive duties of his position, (b) any willful act or omission by the Executive constituting
dishonesty, fraud or other malfeasance, (c) material nonconformance with Hudson's standard business practices and policies, including
but not limited to violation of Hudson's Code of Business Conduct and Ethics or Hudson's Substance Abuse Policy, (d) any act
or omission by the Executive which has a material adverse affect upon the financial condition or business reputation of Hudson,
(e) the Executive's conviction of a felony, or any crime involving moral turpitude, dishonesty or theft, under the laws of the
United States or any state thereof or any other jurisdiction in which Hudson conducts business, (f) breach of the provisions of
paragraphs "4" or "5" of this agreement, (g) the resignation of Executive other than pursuant to the occurrence
of an event constituting Good Reason (as hereinafter defined).


 






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(iii)"Good
Reason" shall mean the occurrence of any of the following: (a) the Executive is assigned any duties or responsibilities, without
his consent, that are materially inconsistent with his position, duties, responsibilities or status; (b) Hudson requires the Executive,
without his consent, to be based at a location which is more than fifty (50) miles from Hudson's corporate headquarters, currently
located at One Blue Hill Plaza, Pearl River, New York 10965; (c) except as provided in paragraph "1.I." below, the Executive's
annual base salary is reduced, except to the extent that the annual base salaries of all Executive Officers (as defined below)
are reduced due to the adverse financial condition of Hudson and further providing that the Executive's annual base salary may
not be reduced to a level that is less than ninety (90%) percent of the Executive's annual base salary as of the date herein; (d)
the Executive's benefits are reduced and such reduction results in a material reduction in the Executive’s total compensation,
except to the extent that such reductions are made by Hudson on a company-wide basis and affect all Executive Officers that participate
in such benefits; or (e) except as provided in paragraph "1.I." below, the Executive experiences in any year a reduction
in bonus compensation or other incentive compensation, or a reduction in the ratio of the Executive's incentive compensation, bonus
or other such payments to his base compensation, or a reduction in the method of calculation of the Executive's incentive compensation,
bonus or other such payments if these benefits or payments are calculated other than as a percentage of base salary, except to
the extent such reduction applies equally or proportionally, as the case may be, to all Executive Officers of Hudson. Good Reason
shall not be deemed to exist unless the Executive’s Termination of Employment for Good Reason occurs within ninety (90) days
following the initial existence of one of the foregoing conditions, the Executive provides Hudson with written notice of the existence
of such condition(s) within thirty (30) days after the initial existence of the condition(s), and Hudson fails to remedy the condition
within thirty (30) days after its receipt of such notice. An isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by Hudson within ten (10) days after Hudson's receipt of notice thereof given by the Executive shall not
constitute Good Reason.


 


(iv)"Budget"
shall mean (a) as to Hudson, the projected annual and monthly revenues, expenses and net profit goals approved and accepted by
Hudson's board of directors for the applicable fiscal year, and for each month individually in that fiscal year, and (b) as to
Executive, all performance criteria capable of being measured on a month to month basis, if any, that have been established for
the Executive under any bonus or other incentive compensation plan covering the applicable fiscal year.


 


(v)"Executive
Officer(s) shall mean the following: Hudson’s Chief Executive Officer (currrently Kevin J. Zugibe); Hudson’s President
and/or Chief Operating Officer (currently Executive); Hudson’s Chief Financial Officer; Hudson’s Vice President Sales
(currently Charles F. Harkins); Hudson’s Vice President Legal & Regulatory (currently Stephen P. Mandracchia); and any
other current or future officer of Hudson Technologies, Inc. that is subject to Section 16(a) of the Securities Exchange Act of
1934.


 






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G.Hudson's obligation
to pay the compensation and to make the arrangements provided in this paragraph "1" shall be absolute and unconditional
and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment or other right
which Hudson may have against the Executive or anyone else; provided, however, that as a condition to payment of amounts under
this paragraph "1", within thirty (30) days of the Executive’s Termination of Employment, the Executive shall have
(i) executed and not revoked a general release and waiver, in form and substance reasonably satisfactory to Hudson and the Executive,
of all claims relating to the Executive's employment by Hudson and the termination of such employment, including, without limitation,
discrimination claims (including without limitation age discrimination), employment-related tort claims, contract claims and claims
under this Agreement (other than claims with respect to benefits under any tax-qualified retirement plans or continuation of coverage
or benefits solely as required under ERISA), and (ii) executed an agreement expressly acknowledging and reaffirming the covenants
and restrictions contained in paragraphs "4" and "5" below, and the remedies available to Hudson under paragraph
"6" below.


 


H.All amounts payable
by Hudson pursuant to this paragraph "1" shall be paid without notice or demand. The Executive shall not be obligated
to seek other employment in mitigation of the amounts payable or arrangements made pursuant to this paragraph "1" and,
except as provided in paragraph "6" below, the obtaining of any other employment shall not result in a reduction of Hudson's
obligation to make the payments, benefits and arrangements required to be made under this paragraph "1".


 


I.Executive expressly
acknowledges that the following shall not constitute "Good Reason" for purposes of this paragraph "1.F":


 


(i) Establishing a new
or different bonus or incentive compensation plan(s) in any subsequent year based upon new or different criteria for calculating
the applicability of, and the amount of any bonus or incentive compensation award due to the Executive, provided that any new
or different bonus or incentive compensation plan, and any award under said plan, applies equally or proportionally, as the case
may be, to all Executive Officers; except that Hudson may establish separate performance criteria and payment amounts for awards
under such plan for each Executive Officer that are reasonably achievable and reasonably related to such Executive's normal duties
and responsibilities;


 


(ii)A reduction of the
Executive's bonus compensation or other incentive compensation that (a) results from Hudson operating at a level of performance
below Hudson's Budget, (b) results from the Executive's failure or inability to attain, in whole or in part, any or all of the
performance criteria established for the Executive under the said plan, (c) results from application of the terms of such bonus
or incentive compensation plan, or (d) is based upon the Executive's performance, or non-performance, of his normal duties and
responsibilities during the period covered by the bonus or incentive compensation plan including, without limition, due to the
Executive's Disability (as defined herein);


 


(iii)A reduction of the
Executive's annual base salary based upon the Executive's performance, or non-performance, of his normal duties and responsibilities,
provided that the Executive's annual base salary may not be reduced to a level that is less than ninety (90%) percent of the Executive's
annual base salary for the calendar year immediately prior to the Termination of Employment;


 


(iv)A reduction in the
Executive's annual base salary pursuant to the provisions of paragraph "3" below.


 






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2.TERMINATION FOR CAUSE:Hudson
may at any time terminate the employment of the Executive for Cause (as defined in paragraph "1.F" above) upon five (5)
days prior written notice to Executive. If Executive is terminated for cause, he shall be entitled to no Severance Benefits and
shall be entitled to no bonus payment that might otherwise be owed to him even if he worked for the entire year. In the event of
termination under this section, Hudson shall pay Executive all amounts which are then accrued but unpaid, including unpaid vacation
as determined in accordance with Hudson's standard vacation policy, within thirty (30) days after the date of notice. Hudson shall
have no further or additional liability to Executive.


 


3.SICK
LEAVE


 


A.If
with or without reasonable accomodation Executive is physically or mentally unable to perform his duties, or is otherwise absent
for medical reasons, Hudson shall continue to pay base salary and provide benefits to the Executive (“Sick Leave”).
However, if a continuous period of Sick Leave exceeds eight (8) consecutive weeks, Hudson’s obligation
with regard to base salary upon the expiration of the eight (8) consecutive weeks shall be limited to paying 75% of base salary.
If the Executive returns to full service, his full base salary shall be reinstated to the pre-adjustment amount. As a condition
to the receipt of the foregoing base salary and benefits, the Executive agrees that he shall provide Hudson such information as
Hudson may reasonably request from time to time to permit Hudson to make a determination that the Executive is entitled to sick
pay under this provision. Hudson shallreduce the amount paid to the Executive during such Sick Leave by an amount
equal to any disability payments or benefits actually received by Executive under or pursuant to any disability program or supplemental
disability insurance plan(s) provided by Hudson at Hudson's expense
unless such reduction results in a violation of Code Section 409A.


 


B.Notwithstanding
the foregoing, Hudson may terminate the employment of Executive at any time after Executive’s continuous period of Sick Leave
exceeds 120 calendar days. Termination of the Executive after the said 120 calendar period shall not be deemed a Termination for
Cause (as defined in paragraph "1.F" above") and shall entitle the Executive to receive the payments and benefits
provided by Paragraph "1" upon Termination of Employment based
upon Executive’s full base salary, and for purposes of such payments and benefits, the Severance Period shall
be deemed to commenceas of the date of the Termination
of Employment resulting under this paragraph “3.B.”.


 


C.Notwithstanding
anything to the contrary contained herein, in the event that during the period the Executive is on Sick Leave, and prior to any
Termination of Employment pursuant to paragraph “3.B.”, there is deemed a “Separation from Service” (as
that term is defined in Section 409A of the Internal Revenue Code for purposes of a permissible event), Hudson and the Executive
agree that such Separation of Service shall be treated as a Termination of Employment. Such Termination shall not be deemed a Termination
for Cause (as defined in paragraph “1.F” above”) and shall entitle the Executive to receive the payments and
benefits provided by Paragraph "1" upon Termination
of Employment based upon Executive’s
full base salary, provided that, for purposes of such payments and benefits, the Severance Period shall commence as of the date
of the Separation from Service as described in this paragraph “3.C”, and shall be based upon Executive’s full
base salary.


 






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D.Notwithstanding
anything to the contrary contained herein, in the event that during the period the Executive is on Sick Leave, and prior to any
Termination of Employment pursuant to paragraph “3.B.” or any Separation from Service pursuant to paragraph “3.C.”,
the Executive becomes “Disabled,” (as defined in Code Section 409A for purposes of a permissible payment event) Hudson
and the Executive agree that the Executive’s Disability shall entitle the Executive to receive the payments and benefits
provided by Paragraph "1" upon Termination of Employment
based upon Executive’s full base salary and Bonus. For purposes of such payments and benefits, the Severance Period shall
commence as of the date of the Disability as described in this paragraph “3.D”.


  


4.CONFIDENTIALITY: 


 


A.Executive expressly
acknowledges and agrees as follows:


 


(i)Hudson expends a significant
amount of funds annually on researching and developing solutions and proprietary techniques related to the products and services
it offers or is seeking to offer, and has developed substantial confidential, proprietary, and trade secret information, and this
confidential, proprietary, and trade secret information, if misused, disclosed, misappropriated or used by others, would result
in irreparable harm to Hudson.


 


(ii)Hudson’s Confidential
Information (as hereinafter defined) constitutes valuable commercial assets of Hudson and is not readily available to the general
public or by any persons not employed by or otherwise not associated in a position of trust with Hudson. Hudson keeps its Confidential
Information confidential (other than to the extent filings are required for patents) by, among other things, restricting access
to only those who need the information to perform their Hudson job function and prohibiting the use or disclosure of Confidential
Information to anyone not authorized to receive or use the Confidential Information.


 


(iii)Executive’s position
with Hudson will continue to provide Executive with access to or knowledge of Hudson’s Confidential Information.


(iv) Hudson’s Confidential
Information will become known to Executive only as a result of his/her employment with Hudson. To the extent that Executive was
previously engaged, on his own or with others, in a business that provided the same or similar services as those provided by Hudson,
Executive further acknowledges that such prior business knowledge and experience, and any familiarity with entities that are actual
or potential customers for the business, shall not permit or allow Executive to contend that Hudson’s Confidential Information
is not confidential or should not be protected from use or misappropriation.


 


B.In light of the foregoing, Executive
acknowledges and agrees as follows:


 






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(i)All Confidential Information
is the property of Hudson, and Executive shall not, without the express written consent of Hudson, directly or indirectly use,
disseminate, disclose, or in any way reveal, either during Executive’s employment or at any time thereafter, all or any part
of the Confidential Information, other than for the purposes authorized by Hudson, or only for the benefit of Hudson.


 


(ii)Hudson shall be the sole
owner of, and Executive hereby assigns to Hudson, any and all property rights to all Intellectual Property (as hereinafter defined)
made, conceived, originated, devised, discovered, invented, or developed before, during or after the term of Executive’s
employment with Hudson, whether or not Executive was involved either alone or with others, if it was in whole or in part developed
during the course of Executive’s employment or by Executive’s use of any property of Hudson. This ownership provision
does not apply to creations of the Executive which are made in the Executive’s own time, without the use of any Hudson resources,
and which do not relate in any way to Hudson’s business. Executive agrees to cooperate fully and assist Hudson or its designee
in the performance of any lawful acts that Hudson at its discretion deems necessary, and to execute and deliver without charge
any documents reasonably required by Hudson, to secure any patent, copyright, trademark, and other protection for Intellectual
Property and improvements thereon, and to assign to and vest in Hudson the entire interest therein in the United States and all
foreign countries.


 


(iii)Upon request by Hudson
at any time, or upon termination from employment with Hudson, whichever is sooner, Executive shall immediately deliver to Hudson
any and all information and property of Hudson in whatever form it exists, including but not limited to all Confidential Information
and all copies thereof or materials containing or derived from Confidential Information.


 


C.As used in this Agreement, “Confidential
Information” means all information not publicly available (but including information that is publicly available as a result
of a breach by Executive of paragraphs “4” and “5”) and not generally known or used by Hudson’s competitors,
or in the industry, and which could be harmful to Hudson if disclosed to persons outside of Hudson and which includes, but is not
limited to:


 


(i) Intellectual Property (as hereinafter
defined);


 


(ii)
Technical information, such as, but not limited to: Hudson’s plant organization and designs; product formulation, manufacturing,
performance and processing data; and research and development results and plans;


 


(iii)Product information,
such as, but not limited to: non-public details of Hudson’s products and services, including, but not limited to, its existing
refrigerant, decontamination, reclamation and recovery products and services, as well as those being developed; specialized equipment
and training; product plans, drawings and specifications; and performance capabilities, strengths and weaknesses;


 






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(v)Strategic information,
such as, but not limited to: Hudson’s material costs; supplier and vendor information; overhead costs; pricing; profit margins;
banking and financing information; and market penetration initiatives and strategies;


 


(vi) Organizational information,
such as, but not limited to: Hudson’s personnel and salary data; information concerning the utilization of facilities; merger,
acquisition and expansion information; and equipment utilization information; Hudson manuals, policies and procedures;


 


(vii)Marketing and sales
information, such as, but not limited to: Hudson’s licensing, marketing and sales techniques and data; customer lists; customer
data, such as, but not limited to, their personnel, project, financial and account status, individual needs, historical purchases,
contact information; product development and delivery schedules; market research and forecasts; and marketing and advertising plans,
techniques and budgets; and


 


(vii)Advertising information,
such as, but not limited to: Hudson’s overall marketing policies; the specific advertising programs and strategies utilized
by Hudson; and the success or lack of success of those programs and strategies.


 


“Confidential Information”
does not include general skills, experience or information that is generally available to the public, other than information which
has become generally available as a result of Executive’s direct or indirect act or omission. “Confidential Information”
also does not include information regarding Executive’s own pay and benefits, information as to the terms and conditions
of employment, or information that is deemed not confidential under Section 7 of the National Labor Relations Act. Nothing in this
Agreement should be construed as restricting the Executive’s right to engage in legally protected activities under applicable
law, including participating in investigations conducted by any governmental agency or entity or making other disclosures that
are protected under the whistleblower provisions of applicable law or regulation.


 


D.As used in this Agreement, “Intellectual
Property” means all information concerning the evaluation, design, engineering, construction, marketing, and sales of the
products and services provided by Hudson and which includes, but is not limited to: any and all patents, patents pending; trademarks,
copyrights, and any and all applications for same issued to and/or applied for by Hudson; any and all technological (including
software), educational, operational, and financial innovations, discoveries, inventions, designs, and formulae; tests; performance
data; process or production methods; improvements to all such property; and all recorded material defining, describing, illustrating,
or documenting in any fashion, all such property, whether written or not and whether stored in plain, code or other form; without
regard to whether such property is patentable, copyrightable, or subject to trade/service mark protection, and without regard to
whether a patent, copyright, or trademark or service mark has been sought or obtained.


 


5.NON-COMPETITION / NON-SOLICITATION:


 


A.Executive expressly
acknowledges and agrees as follows:


 






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(i)Hudson compensates its
employees, among other things, to develop and to pursue, on Hudson’s behalf, good relationships and goodwill with all customers
and potential customers, whether developed by Executive or others within the Hudson organization;


 


(ii)Executive will be exposed
to, acquire and develop knowledge of Confidential Information including, without limitation, Confidential Information related to
Hudson’s customers, operations, and its suppliers;


 


(iii) Executive is able to
be gainfully employed by other employers in a variety of other industries and businesses that are engaged in businesses that do
not involve and are not competitive with any part of Hudson’s business.


 


B.In light of the
foregoing, Executive agrees, that while Executive is employed by Hudson, and continuing until the expiration of the Covenant Period
(as hereinafter defined):


 


(i)Executive shall not, within
the Restricted Territory (as hereinafter defined), compete with Hudson, directly or indirectly, whether for Executive’s own
behalf or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business entity,
whether for profit or not-for-profit, by being employed by, participating in, or otherwise being materially connected in the conduct
of any business activity that involves providing products or services that are like or similar to, or competitive with, or would
replace or be a substitute for, any one or more of the products and services provided by Hudson (hereinafter “Competitive
Products”) if such employment, participation, or connection involves (a) responsibilities similar to responsibilities Executive
had or performed for Hudson at any time during the last eighteen (18) months of Executive’s employment with Hudson; (b) supervision
of employees or other personnel in the provision of Competitive Products; (c) development or implementation of strategies or methodologies
related to the provision of Competitive Products; (d) marketing or sale of Competitive Products; or (e) responsibilities in which
Executive would utilize or disclose Confidential Information.


 


(ii) Executive shall not
compete with Hudson, directly or indirectly, whether for Executive’s own behalf or on behalf of or in conjunction with any
other person, persons, company, partnership, corporation or business entity, whether for profit or not-for-profit, by calling upon,
contacting, diverting, soliciting, or doing business for or with, any “Client” of Hudson (as hereinafter defined) for
the purpose of offering or providing any Competitive Product.


 


(iii)Executive shall not
directly or indirectly, without the prior written consent of Hudson, (a) induce, solicit, entice, or encourage any officer, director,
Executive or other individual to leave his or her employment with Hudson, (b) induce, solicit, entice, or encourage any officer,
director, Executive or other individual to compete in any way with the products and services of Hudson, or to violate the terms
of any employment, non-competition, confidentiality or similar agreement with Hudson; or (c) employ, offer to employ, contract
with, offer to contract with, or do business with any officer, director, Executive or other individual who is employed by Hudson.


 






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C.For purposes of this paragraph
“5”, the Covenant Period shall be twelve (12) months after the Executive’s last day of employment with Hudson,
regardless of the reason underlying the termination of Executive’s employment.


 


D.Executive acknowledges
that many of Hudson’s services are remedial in nature and, as such, its customers may utilize Hudson’s services on
an infrequent basis over an extended period of time, or following a protracted sales effort over an extended period of time. Executive
also acknowledges that because of his position, he will likely have knowledge of Hudson’s customers through access to Confidential
Information, whether or not located within the Restricted Territory (hereinafter defined). Accordingly, for purposes of this paragraph
“5”, the term “Client” shall mean (a) any customer or potential customer of Hudson upon whom Employee,
during the last eighteen (18) months of Executive’s employment with Hudson, called upon or with whom Executive had any contact,
or as to whom Executive was involved in regard to planning, marketing, conducting, or overseeing an offer to sell products or perform
services; (b) any customer as to whom Executive assisted in selling products or in providing services, or as to whom Executive
was involved in regard to planning, marketing, conducting, or overseeing the offer to sell products or to perform services if the
customer received any products or services from Hudson during the last eighteen (18) months of Executive’s employment with
Hudson; (c) any potential customer of Hudson whose identity Executive learned during the eighteen (18) months of Executive’s
employment with Hudson or learned from Confidential Information at any time; or (f) any customer for whom Hudson has provided products
or services to at any time during the thirty-six (36) months preceding the last day of the Executive’s employment with Hudson
and whose identity as a Hudson customer Executive learned from Confidential Information at any time.


 


E.The Executive
acknowledges that the nature of Hudson’s business is such that provides its products and services to customers throughout
the United States of America and Puerto Rico. Accordingly, the “Restricted Territory” includes each and every state
of the United States of America (including the District of Columbia) and Puerto Rico.


 


F.In order to assure
Hudson of the full twelve (12) months of the covenant period within which to protect its goodwill and to prevent Executive from
unfairly benefiting by violations of this Paragraph “5”, the provisions and requirements of this Paragraph “5”
shall be extended for a period of time beyond the Covenant Period equal in length to the total length of time during which Executive
is in violation of any one or more provisions of this Section.


 


G.In the event
it is determined by a Court of competent jurisdiction that any provision or portion of a provision of this Paragraph “5”
is not enforceable under the law governing this Agreement, the unenforceable provision or portion thereof may be stricken, and
the remainder of the provision and of this Paragraph “5” shall be valid and fully enforceable, in all respects, as
if the provision or portion of a provision deemed unenforceable had never been a part of the Agreement. Further, if any provision
of this Agreement is found to be overbroad or unenforceable, the court or any other authority with competent jurisdiction is expressly
authorized to conform the provision to the extent necessary to remedy any deficiency and render it valid and enforceable.


 






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6.REMEDIES:


 


A. In the event
that Executive breaches any term or provision of paragraphs "4" or "5" of this Agreement, Hudson shall be immediately,
permanently and irreparably damaged and shall be entitled, in addition to, and without limiting Hudson's right to, any and all
other legal and equitable remedies and damages, (i) to a temporary restraining order ex parte, to a preliminary injunction, and
to a permanent injunction, to restrain Executive’s actions or the actions of others acting on Executive’s behalf, (ii)
to terminate all future Severance Benefits through the remainder of the Severance Period, and (iii) to recover from the Executive
all Severance Benefits actually paid to the Executive, including any costs or expenses actually incurred by Hudson in providing
such Severance Benefits. Executive agrees that Executive will not be damaged by enforcement of this covenant as Executive can obtain
many other types of gainful employment without violating the provisions of paragraphs "4" or "5", so that no
bond shall be required, and if the Court requires a bond to be posted, it shall not exceed $500.00.


 


B. All of Executive's
covenants and obligations under paragraphs "4" and "5" of this Agreement shall survive, and shall remain enforceable,
for so long as Executive is employed and after termination of employment for any reason, and shall survive despite future promotions,
raises, changes in position or compensation, demotions, and the execution of new agreements with Hudson, and shall inure to the
benefit of Hudson’s successors and assigns, unless Hudson executes in writing an agreement expressly terminating the covenants
of paragraphs "4" and "5".


 


C. Hudson and Executive
shall each bear and be responsible for their own attorneys' fees, expenses and disbursements incurred in any litigation brought
by either party to enforce or interpret any provision contained in paragraphs "4" or "5" of this Agreement.


 


 


7.NOTICES:All notices required
or permitted to be given under this agreement shall be sufficient if in writing and if sent by certified mail, return receipt requested,
to the Executive at his residence, and to Hudson at its principal office located at PO Box 1541, One Blue Hill Plaza, Pearl River,
New York 10965, attention Chief Executive Officer, or at such other address as any party specifies by giving proper notice.


 


8.SUCCESSORS:This agreement
shall be binding upon and shall inure to the benefit of the Exective and his estate. Neither this Agreement nor any rights hereunder
shall be assignable by the Employee.


 






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This Agreement shall
be freely assignable by Hudson to, and shall inure to the benefit of, and be binding upon, any successor corporation or affiliate
of a successor corporation, and all references in this agreement to Hudson shall include its subsidiaries and affiliates and any
successors, affiliates of successors or assigns of Hudson. As used herein, the term "successor" shall mean any person,
firm, corporation or business entity or affiliate therof which at any time, whether by merger, purchase or otherwise, directly
or indirectly acquires all or substantially all of the assets or the business of Hudson, including any entity that shall be the
surviving corporation in a merger with Hudson.


 


9.EMPLOYMENT AT WILL; CONSEQUENCES
OF TERMINATION: Nothing herein shall be deemed to create an agreement for employment of Executive for any specified term or
period of time. Hudson expressly agrees that at any time the Executive may resign or otherwise terminate his or her employment
with Hudson, for any reason or for no reason, subject to the provisions contained herein. Likewise, the Executive expressly agrees
that at any time Hudson may terminate the employment of the Executive for any reason or for no reason, subject to the provisions
contained herein.


 


10.INDEMNIFICATION:In the
event that any litigation shall be brought to enforce or interpret any provision contained in paragraphs "1", "2"
or "3" of this Agreement, then, provided that the Executive prevails to any extent, Hudson shall reimburse or indemnify
the Executive for the Executive's reasonable attorneys' fees, expenses and disbursements incurred in such litigation, including
the costs of enforcement.


 


11.CONTROLLING LAW:This
Agreement and all other issues regarding the employment of the Executive shall be governed by the laws of the State of New York,
without reference to its conflicts of law principles.


 


12.ENTIRE AGREEMENT: This
Agreement represents the entire agreement and understanding of the parties regarding the employment of the Executive, and all prior
or contemporaneous agreements, representations, or understanding are expressly superseded by, and do not survive this Agreement.
Executive has not relied upon any inducement, promise, representation, or assurance, other than those expressly set out herein.
Except as expressly permitted herein, this Agreement may not be modified or amended except in writing signed by all parties hereto.


 


13.COMPLIANCE WITH CODE SECTION
409A:


 


A.It is the intention
of Hudson and the Executive that the payments, benefits and rights to which the Executive could be entitled pursuant to this Agreement
comply with Code Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Treasury regulations and
other guidance promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of Section 409A
are applicable thereto, and after application of all available exemptions, including but not limited to, the “short-term
deferral rule” and “involuntary separation pay plan exception” and the provisions of this Agreement shall be
construed in a manner consistent with that intention. If any provision of this Agreement (or of any award of compensation, including
equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, Hudson
shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to
comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the
Executive and Hudson of the applicable provision shall be maintained, but Hudson shall have no obligation to make any changes that
could create any additional economic cost or loss of benefit to Hudson. Hudson shall not have any liability to the Executive with
respect to tax obligations that result from the application of Code Section 409A and makes no representation with respect to the
tax treatment of the payments and/or benefits provided under this Agreement. Any provision required for compliance with Section
409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary,
and be deemed a part of this Agreement to the same extent as though expressly set forth herein.


 






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B. With regard
to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code
Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit,
(ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect
the expense eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing
clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely
because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be
made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.


 


C.For purposes
of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled
under this Agreement shall be treated as a separate payment within the meaning of Section 409A. In addition, to the extent permissible
under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate
payments.


 


D.Neither Hudson
nor the Executive, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except
in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject to Section 409A shall be paid
prior to the earliest date on which it may be paid without violating Section 409A.


 


E.If and to the
extent required to comply with Section 409A, a Termination of Employment, as defined above, shall not be deemed to have occurred
for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a Termination of Employment
unless such termination is also a “Separation from Service” within the meaning of Section 409A (excluding death) and,
for purposes of any provision of this Agreement, references to Termination of Employment, “termination,” “termination
of employment” or like terms shall mean “Separation from Service” (excluding death).


 


F.If the Executive
is deemed on the date of termination of his employment to be a “specified employee,” within the meaning of that term
under Code Section 409A(a)(2)(B) and using the identification methodology selected by Hudson from time to time, or if none, the
default methodology, then with regard to any payment or the providing of any benefit subject to this Section, to the extent required
to be delayed in compliance with Code Section 409A(a)(2)(B), and any other payment or the provision of any other benefit that is
required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior
to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service
or (ii) the date of the Executive’s death. In this regard, it is the intention and understanding of Hudson and the Executive
that payments made following a Termination of Employment under Paragraph “1” shall be exempt under the “short-term
deferral rule” and “involuntary separation pay plan exception”, and other applicable exceptions, from the requirements
of Code Section 409A(a)(2)(B), and are not required and shall not be delayed. Absent such exception, on the first day of the seventh
month following the date of Executive’s Separation from Service or, if earlier, on the date of his death, all payments delayed
pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such
delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement
shall be paid or provided in accordance with the normal payment dates specified for them herein. The determination of whether the
Executive is a “specified employee” shall be made by Hudson in good faith applying Section 409A.


 


 






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IN WITNESS THEREOF,
the parties have executed this agreement as of the date written above.


 





	Hudson Technologies, Inc.	 	Hudson Technologies of Tennessee dba
	 	 	 	Hudson Technologies Company
	 	 	 	 	 
	By:		 	By:	
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
		 	 	 
	Nat Krishnamurti 	 	 	 









 






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