Exhibit 10.1


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 15th day of May, 2016 by and between
Aytu Bioscience, Inc., a Delaware corporation headquartered at 373 Inverness Parkway, Suite 200, Englewood, CO 80112 USA (the “Company”),
and Jonathan McGrael (the “Employee”).


 


WITNESSETH:


 


WHEREAS, Employee and
the Company previously entered into an Employment Agreement (the “Employment Agreement”) effective as of September
16, 2015;


 


WHEREAS, Employee and
the Company wish to clarify and amend certain provisions of the Employment Agreement regarding Employee’s job title, annual
compensation and other matters; and


 


WHEREAS, in light of
the foregoing, Employee and the Company desire to mutually and voluntarily amend the Employment Agreement, effective as of May
15, 2016 (the “Effective Date”), pursuant to the terms set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows.


 


1.           AMENDMENT
TO SECTION 2 OF THE EMPLOYMENT AGREEMENT. Section 2 of the Employment Agreement is modified by replacing existing Section 2
with a new Section 2 as follows:


 


Position and Duties. Employee
will serve as the Company’s Vice President of Commercial Operations, and will perform such services for the Company as are
customarily associated with such position and as may otherwise be assigned to the Employee from time to time by the Company’s
Chief Executive Officer or his designee. Employee will report to the Company’s Chief Executive Officer. Employee will devote
his full business time to the affairs of the Company and to his duties hereunder, and will perform his duties diligently and to
the best of his ability, in compliance with the Company’s policies and procedures and the laws and regulations that apply
to the Company’s business. Employee may engage in any civic and not-for-profit activities so long as such activities do not
materially interfere with the performance of his duties hereunder or present a conflict of interest with the Company. In addition,
during his employment, Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment
or interest known by the Employee to be adverse or antagonistic to the Company, its business or prospects, its financial position,
or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company
or any of its affiliates.


 



     


     


    

 


2.           AMENDMENT
TO SECTION 3 OF THE EMPLOYMENT AGREEMENT. Section 3 of the Employment Agreement is modified by replacing existing Section 3(a)
with a new Section 3(a) as follows:


 


(a)           Base Salary. The Company
will pay Employee a base salary of $190,000 per annum, payable at least monthly on the Company's regular pay cycle for professional
employees (the “Base Salary”). The Base Salary may be reviewed from time to time by the Company, and may be increased
in the sole discretion of the Company’s Board of Directors (the “Board”) or its designee. The Base Salary may
also be decreased by the Board in connection with any Company-wide decrease in executive compensation.


 


3.           REMAINDER
OF EMPLOYMENT AGREEMENT. Except as expressly set forth in this Amendment, the provisions of the Employment Agreement will remain
in full force and effect, in their entirety, in accordance with their terms.


 


4.           MISCELLANEOUS.
This Amendment will be governed, construed, and interpreted in accordance with the laws of the State of Colorado, as applied to
a contract executed within and to be performed in such State, without giving effect to conflicts of laws principles of any jurisdiction.
The parties agree that this Amendment may only be modified in a signed writing executed by each of the parties hereto. This Amendment
will be binding upon and will inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This
Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute
one agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of
this Amendment.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment to be effective as of the Effective Date.


 





	EMPLOYEE:	 	COMPANY:	 
	 	 	 	 	 
	 	 	Aytu Bioscience, Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Jonathan McGrael	 	By:	/s/ Joshua R. Disbrow	 
	Jonathan McGrael	 	 	Joshua R. Disbrow	 
	      	 	 	Chief Executive Officer