exhibit10-1_fenstermacher.htm


    
      

      

    



    Exhibit
10.1

     

    SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This Second Amendment to Employment
Agreement (this “Amendment”), dated as of December 16, 2009, is entered into by
and between Mannatech, Incorporated (the “Company”) and Stephen D. Fenstermacher
(“Employee”).

     

    RECITALS

     

    This
Second Amendment amends that certain Employment Agreement, effective as of
October 5, 2007, together with the First Amendment to Employment Agreement,
effective as of December 18, 2008, by and between the Company and Employee (the
“Amended Employment Agreement”).

     

    STATEMENT
OF AGREEMENT

     

    NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

     

    1.           Sections
1.2, 3.1(a), 4.3 and 5.3 of the Amended Employment Agreement are hereby amended
and restated in their entirety to read as follows:

     

    “1.
2           Office
and Duties. The
Employee shall serve as Co-Chief Executive Officer and Chief Financial Officer
of the Company, with the authority, duties and responsibilities described herein
and those customarily incident to such office.  The Employee shall
report directly to the Board of Directors of the Company (the “Board”) and shall perform such
other services, duties and responsibilities commensurate with Employee’s
position as may from time to time be assigned to Employee by the Board and/or
the Audit Committee of the Board.”

     

    “3.1           Base
Salary.

     

    ...

     

    
      	
              a.  

            	
              Employee’s
      performance and salary shall be reviewed by the Board and the Compensation
      Committee annually in accordance with the Company’s annual performance
      review process.”

            


    

     

    “4.3           Protection
of Confidential Information.  Both during and
after the Employment Period, the Employee shall not in any manner, directly or
indirectly:  (i) appropriate, download, print, copy, remove, use,
disclose, divulge, or communicate Confidential Information to any Person,
including (without limitation) originals or copies of any Confidential
Information, in any media or format, except for the Company’s benefit within the
course and scope of the Employee’s employment or with the prior written consent
of the Board; or (ii) take or encourage any action which would circumvent,
interfere with or otherwise diminish the value or benefit of Confidential
Information to the Company.  The Employee agrees to use Employee’s
best efforts and utmost diligence to protect and safeguard the Confidential
Information as prescribed in this Section 4.”

     

    “5.3           Disclosure
and Cooperation.  The Employee
shall promptly disclose Work Product to the Board and perform all actions
reasonably requested by the Company (whether during or after the Employment
Period) to establish and confirm the ownership and proprietary interest of any
of the Company Parties in any Work Product (including, without limitation, the
execution of assignments, consents, powers of attorney, applications and other
instruments).  The Employee agrees to assist the Company in obtaining
any patent for, copyright on or other intellectual-property protection for the
Work Product, and to execute and deliver or otherwise provide such documentation
and provide such other assistance as is necessary to or reasonably requested by
the Company or its agents or counsel to obtain such patent, copyright, or other
protection.  The Employee shall maintain adequate written records of
the Work Product, in such format as may be specified by the Company, and make
such records available to, as the sole property of, the Company at all
times.  The Employee shall not file any patent or copyright
applications related to any Work Product except with the written consent of the
Board.”

     

    2.           This
Second Amendment may be executed in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

     

    3.           This
Second Amendment and the Amended Employment Agreement and the documents referred
to herein and therein constitute the entire agreement among the parties and
supersede in all respects any 

         other agreement or understanding
among the parties.  No party shall be liable or bound to any other
party in any manner by any warranties, representations, or covenants except as
specifically set forth 

                 
herein or therein.

     

    4.           In
case any one or more of the provisions contained in this Second Amendment should
be invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions 

                 
contained herein shall not in any way be affected or impaired
thereby.

     

    5.           This
Second Amendment shall be governed by, and enforced and construed under, the
laws of the State of Texas.

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Second Amendment as of the date first above
written.

     

    COMPANY:

     

    MANNATECH,
INCORPORATED

    


     

    
      	
               
      

            	
              By:

            	
              /s/Robert A.
      Sinnott

            	 


    

     

    
      	
               
      

            	
              Robert
      A. Sinnott, Co-Chief Executive Officer and Chief Science
      Officer

            


    

     

    


     

    EMPLOYEE:

    


    /s/ Stephen D.
Fenstermacher                                                                      

    Stephen
D. Fenstermacher, Co-Chief Executive Officer and Chief Financial
Officer