AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EXHIBT 10.2
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into as of May 21, 2020 among Cadiz
Inc., a Delaware corporation (the “Company”) and Xxxxxxx X. Xxxxxxx (“Xxxxxxx”). The
parties to this Amendment No. 2 are hereinafter sometimes referred to collectively as the "Parties".
RECITALS:
WHEREAS, the Parties have entered into an Amended and Restated Employment Agreement as of June 13, 2014 (the "Agreement"), as amended
by Amendment No. 1 dated as of March 10, 2020 (“Amendment No. 1) ; and
WHEREAS, prior to the date hereof Shaheen has served as the Chief Financial Officer and Secretary of the Company; and
WHEREAS, the Company and Shaheen wish to modify the duties and responsibilities of Shaheen as an employee of the Company with such
modification to take effect as of the effective date of this Amendment No. 2;
NOW THEREFORE, in consideration of the above recitals, the promises and the mutual representations, warranties, covenants and
agreements herein contained, the Parties hereby agree as follows. Defined terms used herein shall, if not otherwise defined in this Amendment No. 2, have the same meaning as set forth in the Agreement.
1. Duties. Section 2 of the Agreement is hereby amended to read in its entirety as follows:
“2. DUTIES. In the course of his employment hereunder, Shaheen shall direct the Company’s agricultural operations, and in doing so shall utilize his experience in agricultural development in
assisting the Company and its wholly owned subsidiary, Cadiz Real Estate LLC in the development and implementation of the Company’s agricultural operations including wellfield and crop development plans that are complementary to the Company’s water
project implementation. Shaheen shall operate at all times under the direction of the Chairman and Chief Executive Officer of the Company (the “Executive Officers”). Shaheen's base of operations shall be at the corporate headquarters office of the
Company in Los Angeles, California, unless changed by mutual agreement. However, Shaheen shall also render services at such other sites as necessary from time to time to properly perform his duties.”
2. Resignations.The
execution by Shaheen of this Amendment No. 2 shall evidence his resignation, effective concurrently with the appointment of his successor thereto, from all executive positions (e.g. officer, director or manager) held prior to the date hereof with the
Company or any of its subsidiaries or affiliates, including, without limitation, all positions listed on Appendix A hereto.
3. Existing Agreement. Except as otherwise amended or modified herein or hereby, the
provisions of the Agreement and Amendment No. 1 thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their
proper and duly authorized officers as of the day and year first above written.
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CADIZ INC. |
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By:
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/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Chairman of the Board
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SHAHEEN
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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| Xxxxxxx X. Xxxxxxx |
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APPENDIX A
RESIGNATIONS
1. Cadiz Inc.
Chief Financial Officer
Secretary
2. Cadiz Real Estate
Manager
Chairman
Chief Executive Officer
3. Octagon Partners LLC
Manager
Vice-President
4. Rancho Cadiz Mutual Water Company
Director
Chief Financial Officer
Secretary
5. SWI Estate, Inc.
President and Chief Executive Officer
Chief Financial Officer
Secretary
6. Xxxxxx Valley Mutual Water Company
Director
Chief Financial Officer
Secretary
