Exhibit 10.2
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
This
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this
“Amendment”) is made and entered into as of February
14, 2018, by and among GT Biopharma, Inc. (the
“Parent”), Georgetown Translational Pharmaceuticals,
Inc. (the “Subsidiary,” and collectively, the
“Companies”), and Kathleen Clarence-Smith (the
“Executive,” and together with the Companies, the
“Parties”).
WHEREAS, the Parties entered into an
Employment Agreement, effective September 1, 2017 (the
“Agreement”);
WHEREAS, Executive resigned from her
position as Chief Executive Officer on February 14, 2018 pursuant
to a Written Consent of the Board of Directors Regarding Actions
Taken without a Meeting (the “February 14 Board
Resolutions”);
WHEREAS, Executive was appointed as
Vice-Chairwoman of the Board of Directors of the Companies and
President of the Neurology Division, and was retained as a Director
of the Parent pursuant to the February 14 Board
Resolutions;
WHEREAS, all provisions of the
Agreement, as amended herein, shall remain in effect, pursuant to
the February 14 Board Resolutions; and
WHEREAS, Executive signed the February
14 Board Resolutions;
The
Parties agree to amend the Agreement as follows:
1. Section 1 of the
Agreement is stricken in its entirety and replaced with the
following:
“Executive
shall be employed by each Company as Vice-Chairwoman of the Board
and President of the Neurology Division, reporting to the Board of
Directors of each Company. Executive agrees to devote the necessary
business time, energy and skill to her duties at each Company, and
will be permitted to engage in outside consulting and/or employment
provided said services do not materially interfere with
Executive’s obligations to each Company under the terms of
this Agreement. Executive agrees to advise the Board of Directors
of the Parent of any outside services, and such Board’s
approval of Executive’s participation in any such outside
services shall not be unreasonably withheld or delayed. If such
Board does not affirmatively approve of any such outside
engagements within thirty (30) days after Executive informs the
Board, the Board’s approval shall be deemed to have been
given. These duties of Executive under this Agreement shall include
all those duties customarily performed by a Vice-Chairwoman and
President as well as providing advice and consultation on general
corporate matters and other projects as may be assigned by either
Company’s Boards of Directors on an as needed basis. During
the term of Executive’s employment, Executive shall be
permitted to serve on boards of directors of for-profit or
not-for-profit entities provided such service does not adversely
affect the performance of Executive’s duties to the Companies
under this Agreement, and are not in conflict with the interests of
the Companies.
“Executive
shall be nominated to stand for election to the Board of Directors
of each Company of its scheduled shareholders meeting so long as
Executive remains as Vice-Chairwoman of either Company. As a member
of each Company’s Board, Executive shall continue to be
subject to the provisions of each Company’s bylaws and all
applicable general corporation laws relative to her position on the
Board. In addition to each Company’s bylaws, as a member of
the Board, Executive shall also be subject to the statement of
powers, both specific and general, set forth in each
Company’s Articles of Incorporation.”
2. Section 3(a) of the
Agreement is stricken in its entirety and replaced with the
following:
“Executive
shall be paid a monthly Base Salary of $500,000.00 per year. The
monthly cash payment will be subject to applicable withholding, in
accordance with the Parent’s normal payroll procedures.
Executive’s salary shall be reviewed on at least an annual
basis and may be adjusted as appropriate, but in no event shall it
be reduced to an amount below Executive’s salary then in
effect. In the event of such an adjustment, that amount shall
become Executive’s Base Salary. Furthermore, during the term
of this Agreement, in no event shall Executive’s compensation
be less than any other officer or employee of either Company or any
subsidiary.
3. The line of Section
9(c) that reads “Attention: Anthony J. Cataldo, Executive
Chairman” is replaced with the following: “Attention:
Shawn Cross, Chairman.”
4. For the avoidance
of doubt, Executive acknowledges that her change in title,
authority, responsibilities and duties from Chief Executive Officer
to Vice-Chairwoman of the Board and President of the Neurology
Division does not constitute a Change in Control Period Good
Reason, as defined in Section 5(d)(ii) of the Agreement, or a Non
Change in Control Period Good Reason, as defined in Section
5(e)(ii) of the Agreement.
[Signature
page follows]
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the
date written below.
EXECUTIVE:
Date:
February 14, 2018
/s/ Kathleen Clarence-Smith
Kathleen
Clarence-Smith
GT
BIOPHARMA, INC.:
Date:
February 14, 2018
/s/ Steven Weldon
Steven
Weldon, CFO
GEORGETOWN
TRANSLATIONAL PHARMACEUTICALS,
INC.:
Date:
February 14, 2018
/s/ Steven Weldon
Steven
Weldon, CFO
[Signature
Page to First Amendment to K. Clarence-Smith Employment
Agreement]