CONSULTING AGREEMENT AMENDMENT #1


 


Exhibit 10.1


 


This CONSULTING
AGREEMENT AMENDMENT (the “Amendment”) is made and entered into as of June 1, 2014 and effective on June
1, 2014 (the “Effective Date”) and it amends the previous CONSULTING AGREMENT dated January 1st 2014
by and between Cyalume Specialty Products, Inc., a Delaware corporation (the “Company”), and James G. Schleck
(“Consultant”).


 


RECITALS


 


WHEREAS, Consultant
has previously been employed by the Company; and


 


WHEREAS, the
Company desires to engage Consultant to perform certain advisory consulting services specified herein and Consultant desires to
be engaged as an independent contractor in accordance with the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree to amend the Agreement as
follows:


 


1.                 
Scope of Services and Responsibilities of Consultant. – Section (c)
to be replaced as follows:


 


(c) Consultant shall
provide the Consulting Services on a non-exclusive basis, subject to the restrictions set forth herein, including without limitation
those set forth in Section 5 of this Agreement.


 


2.                 
Compensation for the Consulting Services.


 


(a)In consideration
of the Consulting Services performed by Consultant, the Company agrees to pay to Consultant $10,000 per month payable monthly in
arrears.


 


(b)The Company shall
pay or reimburse Consultant for all reasonable and necessary expenses incurred by him in connection with the performance of his
duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time; provided that: (a)
Consultant obtains the Company’s prior written consent for any expense in excess of $1,000; and (b) Consultant provides
the Company with such documentary evidence as shall be reasonably required by the Company.


 


 


3.                 
Independent Contractor Status. NO CHANGE


 


4.                 
Duration and Termination of Engagement. NO CHANGE


 


5.                 
Confidential Information; Non-Competition and Non-Solicitation. NO CHANGE


 


6.                 
Benefits.  NO CHANGE


 






    	 



    	 



    

 


7.                Stock
Option Award. NO CHANGE


 


8.                Inventions.
NO CHANGE


 


9.                Remedies
for Breach. NO CHANGE


 


10.             
Waiver. NO CHANGE


 


11.             
Governing Law. NO CHANGE


 


12.             
Waiver of Jury Trial. NO CHANGE


 


13.             
Notices. NO CHANGE


 


14.             
Miscellaneous. NO CHANGE


 


  


 


IN WITNESS WHEREOF,
the parties hereto have caused this Consulting Agreement to be executed as of the date first set forth above.


 


 





	 	CYALUME SPECIALTY PRODUCTS, INC.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Zivi Nedivi	 
	 	 	Name:  Zivi Nedivi	 
	 	 	Title: Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	/s/
James G. Schleck	 
	 	JAMES G. SCHLECK	 




 


 






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