EXHIBIT
10.1
AMENDMENT TO
CHANGE OF CONTROL AGREEMENT
THIS AMENDMENT (the "Amendment") is made as of the 31 st
day of December, 2008, by and between inTEST Corporation, a
Delaware corporation ("inTEST") and Robert E. Matthiessen
("Executive").
WHEREAS, inTEST and Executive entered into an agreement, dated
April 21, 2001, as amended August 27, 2007, (the "Agreement") which
may be subject to Section 409A of the Internal Revenue Code of
1986, as amended (the "Code");
WHEREAS, it is in the best interests of Executive and inTEST to
amend the Agreement to comply with final regulations issued by the
Internal Revenue Service under Section 409A of the Internal Revenue
Code of 1986, as amended, (the "Code") in order for Executive to
avoid the adverse tax consequences that would arise from a failure
to comply with Code Section 409A, including the imposition of an
additional 20% excise tax on payments provided thereunder;
NOW, THEREFORE, the parties, intending to be legally bound, agree
to amend the Agreement as of January 1, 2009 by adding the
following new Section 20 thereto:
"20.
COMPLIANCE WITH CODE SE
