TherapeuticsMD, Inc. 8-K


 


Exhibit 10.1


 


AMENDMENT TO THE EMPLOYMENT AGREEMENT
OF JOHN MILLIGAN


This Amendment (“Amendment”)
to the Amended and Restated Employment Agreement of John Milligan (“Agreement”), effective November 24, 2020, by and
between TherapeuticsMD, Inc. with a place of business at 951 Yamato Road, Suite 220, Boca Raton, Florida 33431 (“TherapeuticsMD”);
and John Milligan (“Milligan”).


WHEREAS, the Agreement exists
between TherapeuticsMD and Milligan (collectively herein as the “Parties”) relating to the terms of employment of Milligan;
and


WHEREAS, the Parties have agreed
to amend the Agreement.


NOW, THEREFORE, in consideration
of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledge, intending to be legally bound, the Parties hereby agree as follows:


		1.	To replace all instances of the term “President of the Company” or “President,”
with “Chief Executive Officer of vitaCare Prescription Services, a wholly owned subsidiary of Company.”



 


		2.	To amend Section 1(b) with the following: 



Duties of
Executive. Executive shall serve as the Chief Executive Officer of vitaCare Prescription Services,
a wholly owned subsidiary of Company. In this capacity Executive shall diligently perform all services as may be reasonably assigned
to Executive by the Company’s Board of Directors (the “Board”) or the Company’s Chief Executive
Officer, and shall exercise such power and authority as may from time to time be delegated to Executive by the Board or the Chief
Executive Officer of the Company. During Executive’s employment, Executive shall devote Executive’s full business time,
energy, and ability exclusively to the business and interests of the Company, shall be physically present at the Company’s
offices in Boca Raton, Florida during normal business hours each week (other than permitted periods of working remotely, paid time
off (“PTO”) and on appropriate business travel for the benefit of the Company and shall not, without the Company’s
prior written consent, be engaged in any other business activity pursued for gain, profit, or other pecuniary advantage if such
activity interferes in any material respect with Executive’s duties and responsibilities hereunder. In Executive’s
capacity as the Chief Executive Officer of vitaCare Prescription Services, a wholly owned subsidiary of Company, Executive shall
do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the vitaCare Prescription
Services, subject to the policies and procedures set by the Company and vitaCare Prescrption Services. Except as otherwise agreed
in writing by the Company, it shall not be a violation of this Agreement for Executive, and Executive shall be permitted, to (i)
serve on any civic or charitable boards; (ii) deliver lectures, fulfill speaking engagements, or teach at educational institutions
and other institutions; (iii) subject to any applicable Company policies, make personal investments in such form or manner as will
neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments
are made nor subject Executive to any conflict of interest with respect to Executive’s duties to the Company; and (iv) serve,
with the written approval of the Board, as a director of one public or one or more private companies, in each case so long as any
such activities do not significantly interfere with the performance of Executive’s responsibilities under this Agreement,
create a conflict of interest, or create an adverse interest or position detrimental to Company.


		3.	Except as specifically referenced herein, the Agreement shall remain unchanged and shall 



continue in full force and effect.


This Amendment may be executed in any
number of counterparts, each of which shall be enforceable against the Parties actually executing such counterparts, and all of
which shall constitute one instrument.


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TherapeuticsMD, Inc.


 


	/s/ Robert Finizio	 	Date: April 8, 2021
	Signature	 	 
	Robert Finizio, Chief Executive Officer	 	 
	Printed Name and Title	 	 


 


 


John C. K. Milligan, IV


 


 


	/s/ John C. K. Milligan, IV	 	Date: April 8, 2021
	Signature	 	 
	John C. K. Milligan, IV	 	 
	Printed Name and Title