AMENDMENT NO. 2
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this Amendment) is made as of January 31, 2021 (the Amendment Effective Date), by and between Joseph Gardner (the Executive) and Aerpio Pharmaceuticals, Inc., a Delaware corporation (the Company, and together with the Executive, each, a Party, and collectively, the Parties). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
WHEREAS, the Parties entered into an Employment Agreement dated March 15, 2017 (the March 2017 Agreement), which replaced a prior executive employment agreement between the Parties, dated September 16, 2013 (the Prior Employment Agreement) except that the provisions of Section 6 of the Prior Employment Agreement (the Restrictive Covenants) were not replaced but, rather, were specifically preserved and reaffirmed as material terms of the March 2017 Agreement;
WHEREAS, the Parties entered into Amendment No. 1 to Employment Agreement dated October 8, 2017 (together with the March 2017 Agreement, the Employment Agreement); and
WHEREAS, the Executive and the Company desire to amend certain provisions of the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:
1. Section 4(b) of the Employment Agreement is deleted in its entirety and replaced with the following:
(b) Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executives employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the Separation Agreement and Release) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to twelve (12) months Base Salary (the Severance Amount); and