Exhibit
10.1

     

    EMPLOYMENT
AGREEMENT

     

    This
Employment Agreement (this “Agreement”), is made and
entered into as of the 14th day of February, 2011 (the “Effective Date”), by and
between INTERLEUKIN GENETICS, INC., a Delaware corporation (“Employer”), and LEWIS H. BENDER, an
individual (“Employee”).

     

    RECITALS

     

    A.           Employer
desires to obtain the benefit of the services of Employee and Employee desires
to render such services to Employer.

     

    B.           The
Board of Directors of Employer (the “Board”) has determined that
it is in Employer’s best interest to employ Employee and to provide certain
benefits to Employee.

     

    C.           Employer
and Employee desire to set forth the terms and conditions of Employee’s
employment with Employer on the terms and subject to the conditions of this
Agreement.

     

    AGREEMENT

     

    In
consideration of the foregoing recitals and of the mutual covenants and
conditions contained herein, the parties, intending to be legally bound, agree
as follows:

     

    1.           Term and
Renewal.  Subject to the terms hereof, Employee’s employment
hereunder will commence on the Effective Date and continue until the first
(1st) anniversary
thereof (the “Initial Term”),
unless earlier terminated in accordance with the provisions of this
Agreement.  On each anniversary of the Effective Date, the term of
Employee’s employment hereunder will be automatically extended for an additional
period of one (1) year (each a “Subsequent Term”) unless either Employee
or Employer provides written notice to the other that such automatic extension
will not occur (a “Non-Renewal
Notice”), which notice is given not less than ninety (90) days prior to
the relevant anniversary of the Effective Date, and unless Employee’s employment
is not otherwise earlier terminated in accordance with the provisions of this
Agreement.  The Initial Term and any Subsequent Term are referred to
herein collectively as the “Term.”

     

    2.           Employment of
Employee.

     

    (a)         Specific
Position.  Employer and Employee hereby agree that, subject to
the provisions of this Agreement, Employer will employ Employee and Employee
will serve as an employee of Employer.  Employee will report directly
to the Board, and Employee shall have the title and perform the duties of Chief
Executive Officer of Employer, and such other reasonable, usual and customary
duties of such office as may be delegated to Employee from time to time by the
Board, subject always to the policies as reasonably determined from time to time
by the Board.  Employee will work from Employer’s Waltham, MA
office.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)         Board
Membership.  During the Term, Employee will serve as a member
of the Board, subject to any required approval of Employer’s
stockholders.  Employee shall resign from the Board effective upon the
termination of Employee’s employment with Employer for any reason.

     

    (c)         Promotion of Employer’s
Business.  During the Term, Employee shall not engage in any
business competitive with Employer.  Employee agrees to devote his
full business time, attention, knowledge, skill and energy to the business,
affairs and interests of Employer and matters related thereto, and shall use his
best efforts and abilities to promote Employer’s interests; provided, however,
that Employee is not precluded from devoting reasonable periods to time
required: (i) for serving as a director, committee member or scientific editor
of any organization that does not compete with Employer or that does not involve
a conflict of interest with Employer; or (ii) for managing his personal
investments; so long as in either case, such activities do not interfere with
the regular performance of his duties under this Agreement.

     

    3.           Salary.  Employer
shall pay to Employee during the Term of this Agreement a base salary (“Base Salary”) in the gross
amount of $340,000 per year, payable in equal monthly installments in accordance
with Employer’s usual payroll practices.  The Base Salary may be
increased (but not decreased) annually at end of each calendar year at the
discretion of the Compensation Committee of the Board (the “Compensation Committee”) throughout the
Term.

     

    4.           Bonus/Stock
Options.

     

    (a)       Annual Bonus.  In
addition to the Base Salary, Employee shall be eligible to receive a
discretionary annual performance bonus (the “Annual Bonus”) based on
Employer’s financial performance between January 1st and
December 31st of each
year (the “Bonus
Year”), under the following
terms and conditions:

     

    (i)           If
the Compensation Committee determines that Employer’s performance met the
threshold of the standards and measures (the “Threshhold Measures”) approved by
the Compensation Committee for the Bonus Year, Employee will be entitled to an
Annual Bonus in an amount equal to ten percent (10%) of the Base
Salary;

     

    (ii)           If
the Compensation Committee determines that Employer’s performance met the target
of the standards and measures (the “Target Measures”) approved by the
Compensation Committee for the Bonus Year, Employee will be entitled to an
Annual Bonus in an amount equal to twenty percent (20%) of the Base Salary;
and

     

    (iii)           If
the Compensation Committee determines that Employer’s performance was
exceptional as compared to the standards and measures (the “Exceptional
Measures”) approved by the Compensation Committee for the Bonus Year, Employee
will be entitled to an Annual Bonus in an amount equal to fifty percent (50%) of
the Base Salary.

     


    
      
         


      

      
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    The Threshold Measures, Target Measures
& Exceptional Measures shall be determined and agreed upon by the parties
within thirty (30) days from the Effective Date.  The Annual Bonus
shall be paid to Employee within thirty (30) days following the close of the
Bonus Year, in accordance with Employer’s usual payroll
practices.  The Annual Bonus for the first Bonus Year, if any, will be
paid on a pro-rata basis according to the start date of Employee.  The
Compensation Committee may, in its sole discretion, award an Annual Bonus that
exceeds the amounts listed in subsections (i) - (iii) above.  Employee
must be employed by Employer at the time that the Annual Bonus is paid in order
to be eligible for, and to be deemed as having earned, such Annual
Bonus.

     

    (b)       Stock Options.

     

    (i)           Employer
and Employee acknowledge that Employee has been granted options to purchase
500,000 shares of common stock in Employer (the “Options”) at an exercise price
equal to $1.06 per share (the fair market value of such stock on the date of
grant (the “Grant
Date”)), pursuant
to an Incentive Stock Option Agreement dated January 22, 2008 (the “Incentive Stock Option
Agreement”) and a Non-Qualified Stock Option Agreement dated January 22,
2008 (the “Non-Qualified Stock
Option Agreement”). Employer and Employee acknowledge that Employee
already has vested in 300,000 shares subject to the Options, which remain
subject to the terms and conditions of the Incentive Stock Option Agreement and
Non-Qualified Stock Option Agreement. Employer and Employee further acknowledge
that Employee is scheduled to vest in 94,339 shares of Employer’s common stock
($.001 par value per share) on each of February 1, 2012, and February 1, 2013
pursuant to the Incentive Stock Option Agreement, and that Employee is scheduled
to vest in 5,661 shares of Employer’s common stock ($.001 par value per share)
on each of February 1, 2012, and February 1, 2013 pursuant to the Non-Qualified
Stock Option Agreement.  Both the Incentive Stock Option Agreement and
the Non-Qualified Stock Option Agreement are expressly incorporated herein and
shall survive the execution of this Agreement.  Employee must be
employed by Employer on the date of vesting in order to be eligible for and be
entitled to the vesting of options under the Incentive Stock Option Agreement
and the Non-Qualified Stock Option Agreement.

     

    (ii)           Employer
and Employee acknowledge that Employee has been granted options to purchase
100,000 shares of common stock in Employer (the “First Supplemental
Option”) at
an exercise price equal to $0.89 per share (the fair market value of such stock
on the date of grant),
pursuant to an Incentive Stock Option Agreement dated January 21, 2010. One
hundred percent (100%) of the First Supplemental Option vested as of the date of
grant.

     

    (iii)           Subject
to approval of the Board or an appropriate committee thereof, Employee will be
granted a stock option to purchase 500,000 shares of common stock in Employer at
the fair market value of the common stock on the date of grant (the “Second Supplemental Option”),
pursuant to the terms of Employer’s 2004 Employee, Director and Consultant Stock
Plan and a standard form of stock option agreement to be executed by Employee
pursuant thereto.  To the maximum extent permissible, the Second
Supplemental Option shall be treated as an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.  The Second Supplemental Option shall vest as to twenty-five
percent (25%) as of the date of grant and an additional twenty-five percent
(25%) on each of the first (1st),
second (2nd), and
third (3rd)
anniversaries of the date of grant.


    
      
         


      

      
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    (c)         Accelerated Vesting Of Stock
Options.  Subject to approval by the Board or an appropriate
committee thereof, the vesting of the Options described in Section 4(b)(i) and
the Second Supplemental Option described in Section 4(b)(iii) may be accelerated
upon Employer’s attainment of certain milestones (e.g., earnings, products to
market, execution of strategic agreements, etc.), with any such milestones and
the terms and conditions of any such acceleration to be agreed upon in writing,
in advance, by Employee and Employer. In addition, in the event of Employee’s
death or in the event that Employer undergoes a Change of Control and Employee’s
employment hereunder is terminated by Employer without Cause or by Employee for
Good Reason (as these terms are defined in Section 6(c) below) within six (6)
months following the consummation of such Change of Control, then Employer will
accelerate the vesting of all remaining unvested Options granted to Employee
pursuant to the Incentive Stock Option Agreement and Non-Qualified Stock Option
Agreement and all remaining unvested options pursuant to the Second Supplemental
Option granted to Employee pursuant to this Agreement that are outstanding as of
the date of termination of employment, with such vesting occurring immediately
prior to the Change of Control or on the date of Employee’s death or
termination, as applicable.

     

    (d)         Additional Option
Grants.  Subject to approval by the Board or an appropriate
committee thereof, Employee may be granted additional stock options during the
course of his employment with Employer, with the terms of the award and amount
of any such grant to be determined by Employer in its sole discretion, and with
such grant (if made) to be made pursuant to the terms of a formal stock option
agreement and stock plan.

     

    5.           Benefits.

     

    (a)         Fringe
Benefits.  During Employee’s employment by Employer under this
Agreement, Employee shall be eligible for participation in and shall be covered
by any and all such medical, disability, life and other insurance plans and such
other similar benefits available to other executive employees.

     

    (b)         Reimbursements.  During
Employee’s employment with Employer under this Agreement, Employee shall be
entitled to receive prompt reimbursement of all reasonable expenses incurred by
Employee in performing services hereunder, including all expenses of travel at
the request of or in the service of Employer, provided that such expenses are
incurred and accounted for in accordance with the policies and procedures
established by Employer.  Employee must
submit any request for reimbursement no later than ninety (90) days following
the date that such business expense is incurred.  Any reimbursement in
one calendar year shall not affect the amount that may be reimbursed in any
other calendar year and a reimbursement (or right thereto) may not be exchanged
or liquidated for another benefit or payment.  Any business expense
reimbursements subject to Section 409A (“Code Section 409A”) of the
Internal Revenue Code of 1986 (the “Code”) and any successor
statute, regulation and guidance thereto shall be
made no later than the end of the calendar year following the calendar year in
which such business expense is incurred by Employee.

     


    
      
         


      

      
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    (c)         Vacation.  During
Employee’s employment with Employer hereunder, Employee shall be entitled to an
annual vacation leave of four (4) weeks at full pay.

     

    6.           Termination And Termination
Payment.

     

    (a)       Termination. Notwithstanding
anything else contained in this Agreement, Employee’s employment hereunder will
terminate upon the earliest to occur of the following:

     

    (i)          Expiration of the
Term.  If a Non-Renewal Notice has been given pursuant to
Section 1, immediately upon expiration of the Term.

     

    (ii)         Death or Disability. Immediately
upon Employee’s death or Disability (as defined below).

     

    (iii)        Termination by
Employer.

     

    (A)           If
by Employer for Cause (as defined below), written notice by Employer to Employee
that Employee’s employment is being terminated for Cause and that sets forth the
factual basis supporting the alleged Cause, which termination shall be effective
on the date of such notice or such later date as specified in writing by
Employer; or

     

    (B)           If
by Employer for reasons other than under Sections 6(a)(i), or 6(a)(iii)(A),
written notice by Employer to Employee that Employee’s employment is being
terminated, which termination shall be effective thirty (30) days after the date
of such notice, provided
that Employer, at its exclusive option, may elect to provide Employee
with pay in lieu of any or all of the aforementioned notice period.

     

    (iv)        Termination by
Employee.

     

    (A)           If
by Employee for Good Reason (as defined below), written notice by Employee to
Employer that Employee is terminating Employee’s employment for Good Reason and
that sets forth the factual basis supporting the alleged Good Reason, which
termination shall be effective thirty (30) days after Employer’s receipt of such
notice, provided that
Employer, at its exclusive option, may elect to provide Employee with pay in
lieu of any or all of the aforementioned notice period, and further provided that if
Employer has cured the circumstances giving rise to the Good Reason within
thirty (30) days after Employer’s receipt of such notice, then such termination
shall not be effective; or

     

    (B)           If
by Employee without Good Reason, written notice by Employee to Employer that
Employee is terminating Employee’s employment, which termination shall be
effective ninety (90) days after the date of such notice.


    
      
         


      

      
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    Notwithstanding
anything in this Section 6(a), Employer may at any point terminate Employee’s
employment for Cause prior to the effective date of any other termination
contemplated hereunder.

     

    (b)      Termination
Payments.

     

    (i)           Termination for Cause by Employer, by
Employee Without Good Reason, as Result of Employee’s Disability or Death, or as
Result of Expiration of Term.  If Employee’s employment
hereunder is terminated by Employer for Cause, by Employee without Good Reason,
as a result of Employee’s Disability or death, or as a result of the expiration
of the Term, Employer will pay the Accrued Obligations (as defined below) to
Employee (or Employee’s estate, as the case may be) promptly (within fifteen
(15) days) following the effective date of such termination, and Employee (or
Employee’s estate, as the case may be) shall be entitled to no further
compensation hereunder.

     

    (ii)          Termination Without Cause or for Good
Reason. If Employee’s employment hereunder is terminated by Employer
without Cause or by Employee for Good Reason, then:

     

    (A)           Employer
will pay the Accrued Obligations to Employee promptly (within fifteen (15) days)
following the effective date of such termination.

     

    (B)           Employer
will provide Employee with additional separation pay in an amount equal to six
(6) months of the Base Salary, paid in equal monthly installments in accordance
with Employer’s usual payroll practices, or in a single lump sum payment in
Employer’s sole discretion.

     

    (C)           Should
Employee continue his medical and dental insurance pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA), Employer will reimburse to
Employee the cost of the COBRA payments made by Employee to continue his
participation in Employer’s medical and dental insurance plans, less Employee’s
co-pay if any (which shall be deducted from any payments made to Employee under
this subsection), through the applicable six (6) month period described in
subsection (ii)(B), to the extent permissible under COBRA, and to the same
extent that such insurance is provided to persons employed by
Employer.

     

    (D)           The
payments and benefits described in this subsection (ii) will begin on the first
regular pay date following the effective date of the separation agreement set
forth in subsection (iv) below.

     

    (E)           In
the event that Employee is eligible for payments and benefits under subsection
(iii) below, Employee shall not be eligible for and shall not receive any
payments and benefits described in this subsection (ii).


    
      
         


      

      
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    (iii)        Termination Without Cause or for Good
Reason After Change Of Control.  If Employer undergoes a Change
of Control (as defined below) and Employee’s employment hereunder is terminated
by Employer without Cause  or by Employee for Good Reason within six
(6) months following the consummation of such Change of Control,
then:

     

    (A)           Employer
will pay the Accrued Obligations to Employee promptly (within fifteen (15) days)
following the effective date of such termination.

     

    (B)           Employer
will provide Employee with additional separation pay in an amount equal to
twelve (12) months of the Base Salary, paid in equal monthly installments in
accordance with Employer’s usual payroll practices, or in a single lump sum
payment in Employer’s sole discretion.

     

    (C)           Should
Employee continue his medical and dental insurance pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA), Employer will reimburse to
Employee the cost of the COBRA payments made by Employee to continue his
participation in Employer’s medical and dental insurance plans, less Employee’s
co-pay if any (which shall be deducted from any payments made to Employee under
this subsection), through the applicable twelve (12) month period described in
subsection (iii)(B), to the extent permissible under COBRA, and to the same
extent that such insurance is provided to persons employed by
Employer.

     

    (D)           The
payments and benefits described in this subsection (iii) will begin on the first
regular pay date following the effective date of the separation agreement set
forth in subsection (iv) below.

     

    (E)           In
the event that Employee is eligible for payments and benefits under subsection
(ii) above, Employee shall not be eligible for and shall not receive any
payments and benefits described in this subsection (iii).

     

    (iv)         Separation Agreement; Release of
Claims; Timing of Payment and Benefits.  Employer shall not be
obligated to pay Employee any of the payments or benefits set forth in Sections
6(b)(ii) or 6(b)(iii) (other than the Accrued Obligations) unless and until
Employee has executed (without revocation) a timely separation agreement in a
form that is acceptable to Employer and Employee, which will include, at a
minimum, a complete release of claims against Employer and its affiliated
entities. Provided that Employee executes (without revocation) such separation
agreement, Employer will pay the payments or benefits set forth in Sections
6(b)(ii) or 6(b)(iii), as applicable, no later than sixty (60) days following
the termination of employment, or earlier pursuant to applicable law and the
parties’ written agreement


    
      
         


      

      
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    (c)       Definitions.

     

    (i)           Cause.  As used
herein, “Cause” means
any of the following: (A) the continued failure or refusal by Employee to
substantially perform his duties hereunder (other than any such failure
resulting from his incapacity due to physical or mental illness); (B) the
engaging by Employee in misconduct which is injurious to Employer’s business or
reputation, monetarily or otherwise; (C) the disloyalty, deliberate dishonesty,
breach of fiduciary duty or violation by Employee of any provision of this
Agreement or any other Agreement he has with Employer; (D) Employee’s commission
of an act of fraud or embezzlement against Employer; (E) Employee is convicted
by a court of competent jurisdiction, or pleads “no contest” to, a felony (other
than minor traffic violations) by Employee; (F) the use by Employee of so-called
“street” or illicit drugs, whether or not during business hours, regardless of
whether such use results in arrest or conviction, or the abuse of any drug or
medication so as to materially and adversely affect Employee’s
performance.

     

    (ii)           Good Reason.  As used
herein, “Good Reason”
means any of the following: (A) a change in the principal location at
which Employee provides services to Employer to over fifty (50) miles away from
Waltham, Massachusetts, without Employee’s prior written consent; (B) a change
in the lines of reporting such that Employee no longer reports to the Board; or
(C) a material breach of this Agreement by Employer, provided that “Good Reason”
shall not be deemed to have occurred unless: (1) Employee provides Employer with
written notice that he intends to terminate his employment hereunder for one of
the grounds set forth in Section 6(c)(ii) within sixty (60) days of such
reason(s) occurring, (2) if such ground is capable of being cured, Employer has
failed to cure such ground within a period of thirty (30) days from the date of
such written notice, and (3) Employee terminates his employment within one (1)
year from the date that Good Reason first occurs. For purposes of clarification,
the above-listed conditions shall apply separately to each occurrence of Good
Reason and failure to adhere to such conditions in the event of Good Reason
shall not disqualify Employee from asserting Good Reason for any subsequent
occurrence of Good Reason.

     

    (iii)          Disability. As used herein,
“Disability” means
Employee is unable to perform the essential functions of his job with or without
a reasonable accommodation because of a physical or mental impairment for a
period of at least three (3) months.

     

    (iv)         Accrued
Obligations.  As used herein, “Accrued Obligations” means:
(A) the portion of Employee’s Base Salary that has accrued prior to any
termination of Employee’s employment with Employer and has not yet been paid;
and (B) the amount of any expenses properly incurred by Employee on behalf of
Employer prior to any such termination and not yet
reimbursed.  Employee’s entitlement to any other compensation or
benefit under any plan of Employer shall be governed by and determined in
accordance with the terms of such plans, except as otherwise specified in this
Agreement.


    
      
         


      

      
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    (v)           Change of
Control.  As used herein, “Change of Control” means: any
person, entity or group (within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than
Alticor Inc. and its affiliates), becomes the “beneficial owner” (as such term
is defined in Rule 13(d) under the Exchange Act), directly or indirectly, of
outstanding securities of Employer representing more than 50% of the total
voting power represented by all voting securities of Employer entitled to vote
generally in the election of directors.

     

    (d)       No Other Payments or Benefits
Owing.  The payments and benefits set forth in Section 6(b)
shall be the sole amounts owing to Employee upon termination of Employee’s
employment for any reason.  Employee shall not be eligible for any
other payments or other forms of compensation or benefits.  The
payments and benefits set forth in Section 6(b) shall be the sole remedy, if
any, available to Employee in the event that he brings any claim against
Employer relating to the termination of his employment under this
Agreement.

     

    (e)       409A
Limitation.  Notwithstanding any other provision with respect
to the timing of payments under Section 6, if, at the time of Employee’s
termination, Employee is deemed to be a “Specified Employee” of Employer within
the meaning of Code Section 409A and if any amount to be paid to Employee
pursuant to this Agreement as a result of Employee’s termination of employment
is “deferred compensation” within the meaning of Code Section 409A, then limited
only to the extent necessary to comply with the requirements of Code Section
409A, any payments to which Employee may become entitled under Section 6 which
are subject to Code Section 409A (and not otherwise exempt from its application)
will be withheld until the first (1st)
business day of the seventh (7th) month
following the termination of Employee’s employment, at which time Employee shall
be paid an aggregate amount equal to the accumulated, but unpaid, payments
otherwise due to Employee under the terms of Section 6.

     

    7.           Publicity.  During
the Term and for a period of one (1) year thereafter, Employee shall not,
directly or indirectly, originate or participate in the origination of any
publicity, news release or other public announcements, written or oral, whether
to the public press or otherwise, relating to this Agreement, to any amendment
hereto, to Employee’s employment hereunder or to Employer, without the prior
written approval of Employer.  No officer or director of Employer
shall make disparaging remarks regarding Employee during the Term or one (1)
year thereafter.

     

    8.           Restrictive
Covenants.

     

    (a)       Non-Competition; Customer Lists;
Non-Solicitation.  In consideration of the benefits of this
Agreement, including Employee’s access to and limited use of proprietary and
confidential information of Employer, as well as training, education and
experience provided to Employee by Employer directly and/or as a result of work
projects assigned by Employer with respect thereto, Employee hereby covenants
and agrees that during the Term and for a period of six (6) months following
termination of Employee’s employment, regardless of how such termination may be
brought about, Employee shall not, directly or indirectly:


    
      
         


      

      
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    (i)           as
proprietor, partner, stockholder, director, officer, employee, consultant, joint
venturer, investor or in any other capacity, engage in, or own, manage, operate
or control, or participate in the ownership, management, operation or control,
of any entity which engages anywhere in the world in any business activity which
is competitive to current business activities in which Employer participates
during Employee’s employment with Employer, or take any action in preparation to
do any of the foregoing; provided, however, the
foregoing shall not, in any event, prohibit Employee from purchasing and holding
as an investment not more than 1% of any class of publicly traded securities of
any entity which conducts a business in competition with the business of
Employer, so long as Employee does not participate in any way in the management,
operation or control of such entity.  It is further recognized and
agreed that, even though an activity may not be restricted under the foregoing
provision, Employee shall not during the Term and for a period of six (6) months
following termination of his employment, regardless of how such termination may
be brought about, provide services to any person or entity which may be used
against, or is or may be in conflict with the interests of, Employer or its
customers or clients;

     

    (ii)           use
or make known to any person or entity the names or addresses of any clients or
customers of Employer or any other information pertaining to them;

     

    (iii)           call
on for the purpose of competing, solicit, take away or attempt to call on,
solicit or take away any clients or customers of Employer on whom Employee
called or with whom he became acquainted during his employment with Employer;
or

     

    (iv)           recruit
or attempt to recruit or hire or attempt to hire any employees of
Employer.

     

    (b)      Confidentiality.  Employee
agrees to execute the Confidentiality and Intellectual Property Agreement
attached hereto as Exhibit A and agrees
to fulfill his obligations thereunder.

     

    (c)      Judicial
Reformation.  Employee acknowledges that, given the nature of
Employer’s business, the covenants contained in Section 8 establish reasonable
limitations as to time, geographic area and scope of activity to be restrained
and do not impose a greater restraint than is reasonably necessary to protect
and preserve the goodwill of Employer’s business and to protect its legitimate
business interests.  If, however, Section 8 is determined by any court
of competent jurisdiction to be unenforceable by reason of its extending for too
long a period of time or over too large a geographic area or by reason of it
being too extensive in any other respect or for any other reason, it will be
interpreted to extend only over the longest period of time for which it may be
enforceable and/or over the largest geographic area as to which it may be
enforceable and/or to the maximum extent in all other aspects as to which it may
be enforceable, all as determined by such court.


    
      
         


      

      
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    (d)       Affiliates.  When
used in this Section 8, the term “Employer” includes
Interleukin Genetics, Inc. and all affiliates, parents, and subsidiaries of
Interleukin Genetics, Inc.

     

    9.           Miscellaneous.

     

    (a)       Withholdings.  All
payments to Employee hereunder shall be made after reduction for all federal,
state and local withholding and payroll taxes, all as determined under
applicable law and regulations, and Employer shall make all reports and similar
filings required by such law and regulations with respect to such payments,
withholdings and taxes.

     

    (b)       Taxation.  Employee
acknowledges and agrees that Employer does not guarantee the tax treatment or
tax consequences associated with any payment or benefit arising under this
Agreement, including but not limited to consequences related to Code Section
409A.  Employer and Employee agree that, in addition to abiding by
Section 6(e) if applicable, both will negotiate in good faith and jointly
execute an amendment to modify this Agreement to the extent necessary to comply
with the requirements of Code Section 409A, or any successor statute, regulation
and guidance thereto; provided, that no such amendment shall increase the total
financial obligation of Employer under this Agreement.

     

    (c)       Succession.  This
Agreement shall inure to the benefit of and shall be binding upon Employer, its
successors and assigns.  The obligations and duties of Employee
hereunder shall be personal and not assignable.

     

    (d)       Notices.  Any and
all notices, demands, requests or other communications hereunder shall be in
writing and shall be deemed duly given when personally delivered to or
transmitted overnight express delivery or by facsimile to and received by the
party to whom such notice is intended (provided the original thereof is sent by
mail, in the manner set forth below, on the next business day after the
facsimile transmission is sent), or in lieu of such personal delivery or
overnight express delivery or facsimile transmission, on receipt when deposited
in the United States mail, first-class, certified or registered, postage
prepaid, return receipt requested, addressed to the applicable party at the
address set forth below such party's signature to this Agreement.  The
parties may change their respective addresses for the purpose of this Section
9(d) by giving notice of such change to the other parties in the manner which is
provided in this Section 9(d).

     

    (e)       Entire
Agreement.  This Agreement contains the entire agreement of the
parties relating to the subject matter hereof, and it replaces and supersedes
any prior agreements between the parties relating to said subject
matter.

     

    (f)       Headings.  The
headings of Sections herein are used for convenience only and shall not affect
the meaning of contents hereof.

     

    (g)       Waiver;
Amendment.  No provision hereof may be waived except by a
written agreement signed by the waiving party.  The waiver of any term
or of any condition of this Agreement shall not be deemed to constitute the
waiver of any other term or condition.  This Agreement may be amended
only by a written agreement signed by the parties hereto.


    
      
         


      

      
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    (h)       Severability.  If
any of the provisions of this Agreement shall be held unenforceable by the final
determination of a court of competent jurisdiction and all appeals therefrom
shall have failed or the time for such appeals shall have expired, such
provision or provisions shall be deemed eliminated from this Agreement but the
remaining provisions shall nevertheless be given full effect.  In the
event this Agreement or any portion hereof is more restrictive than permitted by
the law of the jurisdiction in which enforcement is sought, this Agreement or
such portion shall be limited in that jurisdiction only to the extent required
by the law of that jurisdiction.

     

    (i)       Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.

     

    (j)       Arbitration.  Except
for the provisions of Sections 7 and 8, and Exhibit
A  hereto, with regard to which Employer expressly reserves the
right to petition a court directly for injunctive or other relief, any dispute
arising out of or relating to this Agreement, or the breach, termination or the
validity hereof, shall be settled by arbitration in Massachusetts, in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association.  Judgment upon the award rendered by the arbitrator or
arbitrators may be entered in any court having jurisdiction
thereof.  THE ARBITRATOR OR ARBITRATORS ARE NOT EMPOWERED TO AWARD
DAMAGES IN EXCESS OF COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS FEES
AND EXPERT WITNESS FEES) AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO
RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES) IN ANY
FORUM.  The arbitrator or arbitrators may award equitable relief in
those circumstances where monetary damages would be inadequate.  The
arbitrator or arbitrators shall be required to follow the applicable law as set
forth in the governing law section of this Agreement.  The arbitrator
or arbitrators shall award reasonable attorneys fees and costs of arbitration to
the prevailing party in such arbitration.

     

    (k)       Equitable
Relief.  In the event of a breach or a threatened breach by
Employee of any of the provisions contained in Sections 7 or 8 of this Agreement
or Exhibit A
hereto, Employee acknowledges that Employer will suffer irreparable injury not
fully compensable by money damages and, therefore, will not have an adequate
remedy available at law.  Accordingly, Employer shall be entitled to
obtain such injunctive relief or other equitable remedy from any court of
competent jurisdiction as may be necessary or appropriate to prevent or curtail
any such breach, threatened or actual, without having to post
bond.  The foregoing shall be in addition to and without prejudice to
any other rights that Employer may have under this Agreement, at law or in
equity, including, without limitation, the right to sue for
damages.

     

    (l)       Counterparts.  This
Agreement may be executed in two or more counterparts, and by different parties
hereto on separate counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same
instrument.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have executed this Employment Agreement as of the
date first set forth above.

     

    
      
        
          
            
              
                
                  
                    	
                            LEWIS
      H. BENDER

                          	 
      	
                            INTERLEUKIN
      GENETICS, INC.

                          
	 
      	 
      	 
      	 
      	 
      
	
                            By:

                          	
                            /s/
      Lewis H. Bender

                          	 
      	
                            By:

                          	
                            /s/
      James Weaver

                          
	  	  	 
      	 
      	

                            James
      Weaver

                          
	 
      	 
      	 
      	 
      	 
      
	Address:	 
      	Address:
	43
      Ledgewood Road	 
      	135
      Beaver Street
	Redding,
      CT 06896	 
      	Waltham,
      MA
02452


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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