Retention Bonus Agreement and Amendment, dated as of July 23, 2020, by and between GI Dynamics, Inc. and Scott Schorer

Exhibit 10.2

RETENTION BONUS AGREEMENT AND AMENDMENT

This Retention Bonus Agreement and Amendment (this “Agreement”) is made and entered into on July 23, 2020 (the “Effective Date”) between GI Dynamics, Inc. (the “Company”) and Scott Schorer (“Employee”).

WHEREAS, Employee occupies a key position with the Company, and in order to ensure the continued effective conduct of the Company’s business, the Company desires to assure itself of the uninterrupted services of Employee; and

WHEREAS, the Company desires to offer Employee a retention bonus to incentivize Employee to remain employed with the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

The Retention Bonus shall be in lieu of any Severance Benefits (described in Section 4 of this Agreement) that Employee may be eligible to receive under Section 7 of Employee’s Amended and Restated Offer Letter Agreement dated September 19, 2019 (the “Offer Letter”), and Employee is knowingly and expressly waiving and releasing Employee’s right to any such Severance Benefits.

The Retention Bonus will be subject to forfeiture by the Employee during the time periods described below only if the basis for the termination is for Cause by the Company or for any reason by the Employee that does not constitute Good Reason. Accordingly, in the event that Employee’s employment is terminated between the Effective Date and December 31, 2020 (the “Retention Bonus Period”) by the Company for Cause or by Employee for any reason other than for Good Reason (as such terms are defined in the Offer Letter), then Employee shall be required to repay the Retention Bonus pursuant to the following schedule:

Any such amounts due to be repaid as described above shall be paid by Employee to the Company within ten (10) days following termination as described above.

In the event that Employee’s employment is terminated for any reason after the conclusion of the Retention Bonus Period, or Employee’s employment is terminated by the Company during the Retention Bonus Period for any reason other than Cause or is terminated by Employee during the Retention Bonus Period for Good Reason (as such terms are defined in Section 7 of the Offer Letter), then Employee shall not be required to repay any portion of the Retention Bonus to the Company.

Each portion of the Milestone Bonus, if earned, shall be paid in lump sum within seven (7) days after the determination by the Company’s Board of Directors (the “Board”) that the applicable milestone has been met, less any and all applicable federal, state, local, foreign or other withholding taxes and all other authorized payroll deductions, but in no event later than January 31, 2021. For the avoidance of doubt, Employee may meet one, both, or neither milestone during the Milestone Bonus Period.

As described in Section 4 of this Agreement, the Milestone Bonus shall be in lieu of any Performance Bonus that Employee may be eligible to earn or receive under Section 4 of the Offer Letter during the Milestone Bonus Period, and Employee is knowingly and expressly waiving and releasing Employee’s right to earn or receive any Performance Bonus during the Milestone Bonus Period. Notwithstanding the foregoing:

Notwithstanding the foregoing, Employee acknowledges and agrees that: (i) it ultimately is Employee’s responsibility to comply with United States federal and state, Australian and any other applicable securities laws, including those relating to trading while in possession of material non-public information, (ii) the Company makes no representations or warranties with respect to such compliance, and (iii) if Employee becomes aware of any non-public information, the Company accepts no liability with respect to any losses Employee might incur as a result of Employee’s inability to trade the Company’s securities.

Termination Without Cause; Resignation for Good Reason; Death or Disability. If, at any time, the Company terminates Employee’s employment without Cause or Employee resigns for Good Reason, subject to any restrictions contained in the Stock Exchange Listing Rules or other applicable laws, Employee will receive Employee’s Base Salary accrued through Employee’s last day of employment, any unused vacation (if applicable) accrued through Employee’s last day of employment, and any properly incurred business expenses through Employee’s last day of employment that remain unreimbursed. Under these circumstances, Employee will not be entitled to any other form of compensation from the Company, including any severance benefits, except any Retention Bonus or Milestone Bonus due under the July 23, 2020 Retention Bonus Agreement and Amendment between the Company and Employee.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.