Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of July 1, 2026, (the “Effective Date”) by and between Xometry, Inc. (the “Company”), and Randolph Altschuler (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, the Company and Executive previously entered into that certain Amended and Restated Employment Agreement, effective as of July 2, 2021 (the “Employment Agreement”), and the Amendment to the Employment Agreement, effective as of June 14, 2024 (the “Amendment”);
WHEREAS, the Company desires for the Executive to serve as the Executive Chair of the Company Board of Directors, pursuant to the terms of this Second Amendment, and
WHEREAS, the Parties wish to amend the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:
Notwithstanding anything to the contrary in the Employment Agreement, and notwithstanding anything to the contrary in the Amendment, Sections 1.2, 1.3, 2.1, and 2.2 of the Employment Agreement shall be struck and replaced with the following:
Section 1.2 Position. Subject to the terms set forth herein, the Company agrees to continue to employ Executive and to transition him into the position of the Executive Chair of the Company Board of Directors (“the Board”) as of the Effective Date, and Executive hereby accepts suchcontinued employment. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention to the business of the Company. For the avoidance of doubt, Executive shall cease to serve as the Chief Executive Officer of the Company as of the Effective Date.
Section 1.3 Duties. Executive will report to the Board performing such duties as are normally associated with Executive’s then-current position and such duties as are assigned to Executive from time to time, subject to the oversight and direction of the Board.In his capacity as Executive Chair, Executive will serve on the Board. In the event that Executive's employment terminates for any reason, Executive shall be deemed to have resigned from the Board effective as of the date of such termination of employment, unless otherwise requested by the Board. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s office in the Rockville, Maryland area or such other location as assigned.
Section 2.1 Salary. Commencing on the Effective Date, Executive shall receive for Executive’s services to be rendered hereunder an initial annualized base salary of $400,000, subject to review and adjustment from time to time by the Company in its sole discretion (“Base Salary”). The Base Salary is payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices.
Section 2.2 Annual Bonus. Executive shall be eligible to receive an annual performance bonus under this Section 2.2 of up to 75% (the “Target Percentage”) of Executive’s then-current Base Salary (“Annual Bonus”) at 100% of targeted goals, with a maximum potential of 200% or such other percentage as determined by the Board (or a committee thereof). The Annual Bonus will be based upon the assessment of the Board (or a committee thereof) of Executive’s performance and the Company’s attainment of targeted goals over the applicable calendar year. The Annual Bonus, if any, will be subject to applicable payroll deductions and withholdings. The annual period over which performance is measured for purposes of the