Exhibit 10.3


 





AMENDMENT TO 2017 EMPLOYMENT AGREEMENT


 


THIS AMENDMENT TO
2017 EMPLOYMENT AGREEMENT (this “Amendment”), made and entered into on the 9th day of April, 2020 by
and between Charles & Colvard, Ltd. (the “Company”) and Don O’Connell (the “Executive”).
This Amendment shall be effective as of the date the Amendment is approved by the Board of Directors of the Company (the “Amendment
Effective Date”).


 


R E C I T A L S :


 


The Executive has heretofore
been employed by the Company as its Chief Operating Officer and Senior Vice President, Supply Chain pursuant to the terms of an
Employment Agreement dated May 23, 2017 (the “2017 Employment Agreement”). The Company desires to continue to employ
the Executive and the Executive desires to continue to be employed by the Company. In recognition of the services previously rendered
and to be rendered in the future to the Company, it is deemed necessary and advisable to amend the 2017 Employment Agreement to
reflect updated terms regarding the Executive’s base salary.


 


NOW, THEREFORE,
in consideration of the mutual covenants and obligations herein and the compensation and benefits the Company agrees herein to
pay the Executive, and of other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the
Executive agree that the 2017 Employment Agreement shall be amended, effective as of the Amendment Effective Date, as follows:


 


1.        All
provisions of the 2017 Employment Agreement shall remain in full force and effect except to the extent such provisions are expressly
modified by this Amendment. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the 2017
Employment Agreement. It is the intent of the Parties that the execution, delivery and performance of this Amendment shall not
operate as a waiver of or consent to any past, present or future breach of any provision of the 2017 Employment Agreement.


 


2.        Section
4(a) of the 2017 Employment Agreement is hereby deleted and replaced in its entirety with the following:


 


“Base Salary. Effective
April 13th, 2020 until June 30, 2020, Employee shall receive a base salary of Two Hundred Forty-Seven Thousand, Nine
Hundred Eighty-Six and 00/100 Dollars ($247,986.00), payable in regular and equal installments in accordance with the Company’s
regular payroll schedule and practices (“Base Salary”). Effective July 1, 2020, Employee’s Base Salary shall
be increased to Two Hundred Ninety One Thousand, Seven Hundred Forty-Eight and 00/100 Dollars ($291,748.00), payable in regular
and equal installments in accordance with the Company’s regular payroll schedule and practices, and subject to upward or
downward adjustment as determined in the Board’s discretion, subject to the terms of Section 6(f) of this Agreement.”


 


3.       This
Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.


 






     


     


    

 


4.       Each
party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended
to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic
sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent
to sign such record, including facsimile or email electronic signatures.


 


IN WITNESS WHEREOF,
the parties have executed this Amendment to 2017 Employment Agreement as of the day and year first above written.


 





	 	EXECUTIVE
	 	 	 
	 	/s/ Don O’Connell
	 	Don O’Connell
	 	 	 
	 	CHARLES & COLVARD, LTD.
	 	 	 
	 	By:	/s/ Suzanne Miglucci
	 	Name: Suzanne Miglucci
	 	 Title: Chief Executive Officer