Retention agreement, dated October 27, 2020, between Acasti Pharma Inc. and Jan DAlvise

Exhibit 10.2

DATE: October 27, 2020

Jan D’Alvise

Re: Retention Incentive

Dear Ms. D’Alvise:

Acasti Pharma Inc. (the “Company”) and its employees have seen many changes in the past few years and will undoubtedly see many more. While your contributions have always been appreciated, we anticipate requiring your services over an important transition period and would like to compensate you accordingly.

Subject to the terms and conditions set forth herein, in recognition of your anticipated contributions and to encourage you to remain with the Company during these challenging times, you are being offered a retention incentive which includes both an employment retention incentive in the amount of US $100,000 (the “Employment Retention Incentive”) and the opportunity to earn an additional retention incentive related to the monetization of the Company’s CaPre related assets (the “CaPre Retention Incentive”) of an amount determined in accordance with the milestones set forth below, in each case less applicable withholding taxes. Collectively, the Employment Retention Incentive and the CaPre Retention Incentive are referred to as the “Retention Incentives.”

The Employment Retention Incentive is conditional and shall be earned and payable should you remain employed with the Company until the earlier of (i) April 30, 2021, or (ii) the closing of a merger transaction, business combination, reverse take-over or other similar transaction between the Company and a third party (each a “Merger Transaction”), the consummation of which shall be subject to a vote by the Company’s shareholders (the "Incentive Triggering Date”). Should you voluntarily terminate your employment or should your employment be terminated by the Company for cause, in each case prior to the Incentive Triggering Date, you shall be deemed to have forfeited any entitlement you might have to the Employment Retention Incentive. Should your employment be terminated by the Company without cause prior to the Incentive Triggering Date, the Employment Retention Incentive shall be earned and payable within 30 days of the date of such termination.

The CaPre Retention Incentive is conditional and shall be earned and payable only upon the first to occur of the following events:

Should you voluntarily terminate your employment with the Company or should your employment be terminated by the Company for cause, in each case prior to the occurrence of a Pre-Merger CaPre Monetization, you will forfeit any entitlement you might have to the CaPre Retention Incentive. Should your employment be terminated by the Company without cause prior to the occurrence of a Pre-Merger CaPre Monetization or a Merger Transaction, the Minimum CaPre Retention Incentive shall be earned and payable within 30 days of the date of such termination. For the avoidance of doubt, any achievement of a Pre-Merger CaPre Monetization event in excess of the Minimum CaPre Retention Incentive that occurs subsequent to your termination by the Company without cause shall be earned and payable to you (net of the Minimum CaPre Retention Incentive).

In anticipation of questions you may have, these Retention Incentives will not impact any severance for which you are eligible under your employment agreement with Acasti dated May 11, 2016 (the “Employment Agreement”) in the event of termination by the Company without cause and which the Company acknowledges as including: (i) 60 days notice of termination and payment equal to 12 months base salary, (ii) payment of all accrued but unused vacation time, (iii) participation in the Company’s benefit plans (including its 401(k) plan) up to the effective date of termination and (iv) consistent with the termination benefits offered to other U.S. based employees, a lump sum payment of US$19,290.12 to cover healthcare insurance costs calculated on the basis of your 12 months of severance; provided that, by accepting this offer, you hereby acknowledge and agree that, notwithstanding anything to the contrary contained in sections 2.2 and 3.2 of your Employment Agreement, you shall not be entitled to and you hereby waive any additional annual at risk incentive or bonus amounts beyond the entitlement to the Employment Retention Incentive and the CaPre Retention Incentive in accordance with the terms of this offer.

Also, while it is indeed the intent of the Employment Retention Incentive and the CaPre Retention Incentive to encourage you to remain with the Company through the Incentive Triggering Date, this offer is not a contract of employment.

This offer shall be governed by the laws of the State of California and the federal laws of the United States of America applicable therein.

By accepting this offer, you agree that the content and existence of this offer shall remain confidential and shall not be disclosed to any third party without the prior written consent of the Company.

This offer, if accepted, is binding upon, and inures to the benefit of, the Company, the undersigned and their respective successors and assigns.

If you wish to accept this offer, please sign and return the original of this letter within the next ten days. The copy is for your records.

I accept the conditions of eligibility to receive the Employment Retention Incentive and the CaPre Retention Incentive.

Date: October 27, 2020

      /s/ Jan D’Alvise               
     Signed: Jan D’Alvise