FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.2
FIRST AMENDMENT TO
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)
between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”),
and Xxxxx Xxxxxxx (the “Executive”) is entered into and
made effective as of February 12, 2024 (the “Amendment Date”).
Recitals
Whereas, the Company and the Executive entered into an Employment Agreement, effective as February 12, 2024 (the “Employment Agreement”); and
Whereas, the Company and the Executive now wish to amend the Employment Agreement as provided herein to be effective as of the Amendment Date.
Agreement
Now, Therefore, in consideration of the foregoing and the terms and conditions set forth below, the Company and the Executive
hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used but not defined in this Amendment will have the meaning(s) ascribed thereto in the
Employment Agreement.
2. AMENDMENT TO SECTION 2(B)(II). As of the Amendment Date, Section 2(b)(ii) of the Employment Agreement is hereby deleted in its
entirety and amended to read as follows:
“Equity Grant. Subject to the
terms and conditions of the Company 2021 Inducement Plan (as such plan may be amended, modified or replaced, the “Plan”) and the form of grant notice and
award agreement issued thereunder (collectively, the “Equity Documents”), promptly following the Effective Date and approval by the Board (or the
Compensation Committee), the Company will issue the Executive an Option (as defined in the Plan) to purchase 210,000 shares of the Company’s Common Stock (the “Stock
Option Award”) and an Restricted Stock Award (as defined in the Plan) for 140,000 shares of the Company’s Common Stock (the “RSU Award” and
together with the Stock Option Award, the “Equity Awards”). The Stock Option Award shall include the following additional terms: (A) the exercise price per
share for the Stock Option Award shall be equal to the Fair Market Value (as defined in the Plan) of a share of the Company’s Common Stock on the date of grant of the Stock Option Award; and (B) the Stock Option Award shall vest on the following
schedule, subject to the Executive’s continued employment with the Company on each such vesting date and the terms and conditions of the Plan and Equity Documents: twenty-five percent (25%) of the shares subject to the Stock Option Award shall vest
on the one (1) year anniversary of the grant date with the balance vesting quarterly in 12 equal installments thereafter. The RSU Award shall vest in four (4) equal annual installments on the
first, second, third, and fourth anniversaries of the grant date, subject to the Executive’s continued employment with the Company on each such vesting date and the terms and conditions of the Plan and Equity Documents. For the avoidance of doubt,
in the event of any conflict between the terms of this Section 2(b)(ii) of this Agreement and the terms of the Plan and Equity Documents, the terms of the Plan and Equity Documents shall
control.”
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3. CONSTRUCTION. The provisions of Section 8(a) of the Employment Agreement are hereby deemed
incorporated by reference mutatis mutandis. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Employment Agreement. The terms
of this Amendment amend and modify the Employment Agreement as if fully set forth in the Employment Agreement. If there is any conflict between the terms, conditions and obligations of this Amendment and the Employment Agreement, this
Amendment’s terms, conditions and obligations shall control. All other provisions of the Employment Agreement not specifically modified by this Amendment are preserved. This Amendment may be executed in counterparts (including via facsimile or
.pdf), each of which shall be deemed an original, and all of which together shall constitute one and the same document.
Signatures on the Following Page
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In Witness Whereof, the parties have executed this Amendment as of the date first written above.
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The Executive:
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The Company:
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/s/ Xxxxx Xxxxxxx
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By:
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/s/ Xxxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Chief Executive Officer
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Signature Page to
First Amendment to Employment Agreement
