Employment Agreement, effective as of May 9, 2023, by and between IGC Pharma, Inc. and Ms. Claudia Grimaldi

2.1.  

Executive agrees that during the Employment Period, and while Executive is employed by Employer, she shall devote her full normal and customary working time, energies, and talents exclusively to serving in the capacity of Vice President and Principal Financial Officer of Employer and to performing such other duties consistent with her position, as may be properly assigned to her by the Board of Directors of Employer (the “Board”). She will carry out such duties faithfully, efficiently and in a professional manner. The Executive, from time to time, may be assigned additional titles and responsibilities inclusive of the above and in addition to the above, such as for example, Chief Compliance Officer, Managing Director IGC Pharma SAS, Legal Representative IGC Pharma SAS, Director IGC subsidiaries, among others.

2.2.  

In addition to the limitations imposed upon Executive by the Restrictive Covenants contained in Section 4, Executive shall not during the Employment Period and while she is employed by the Employer, without prior written consent from the Board:

   2.2.1.  

serve as, be a consultant to or employee, officer, manager, agent, or director of, any corporation, partnership or other entity other than Employer (other than civic, charitable, or other public service organizations) if, as determined at the reasonable discretion of the Board, such service, employment, or position would have a material adverse effect upon the ability of Executive to perform her duties hereunder and Executive is so advised in writing and given a period of not less than ninety (90) days to cease; or

2.2.2.  

have more than a ten percent (10%) ownership interest in any enterprise other than Employer if such ownership interest would have a material adverse effect upon the ability of Executive to perform her duties hereunder, and the Executive is so advised in writing and given a period of not less than ninety (90) days to divest the interest.

3.1.  

Executive shall receive, for each consecutive twelve (12) month period beginning on the Effective Date and ending on each anniversary thereof, a rate of pay equal to Two Hundred Thousand Dollars ($200,000.00) per year (“Base Pay”).  Such compensation shall be payable in substantially equal monthly or more frequent installments and subject to customary tax withholding. Such Base Pay may be evaluated annually.

3.2.  

Executive shall be eligible for an annual bonus and an annual grant of shares or options under the Employer’s 2018 Omnibus Incentive Plan, as modified or revised, (the “Plan”) with vesting as determined by an award agreement and the Compensation Committee and approved by the Board of the Employer.

3.3.  

Executive shall be entitled to participate in all executive benefit plans maintained by Employer on substantially the same terms and conditions as other executives of Employer including, but not limited to, plans as mentioned in Attachment 1.

3.4.  

Executive shall receive at least twenty (20) days paid vacation per year, provided, however, that such vacation shall be scheduled and taken in accordance with Employer’s standard vacation policies applicable to Employer’s other executives.  Executive shall also be entitled to all other holiday and leave pay generally available to Employer’s other executives.  Any vacation days not used in a twelve (12) month period shall accrue and carry over to subsequent years. Executive shall be eligible for vacation leave accrual payout upon termination.

3.5.  

Executive shall receive at least eight (8) days paid sick leave per year.  Any sick leave not used in a twelve (12) month period shall accrue and carry over to subsequent years and Executive shall not be eligible for sick leave accrual payout upon termination, unless the Employer is prohibited by state law to withhold payment.

3.6.  

Executive shall be reimbursed by Employer for all reasonable business, promotional, travel and entertainment expenses incurred or paid by Executive during the Employment Period in the performance of her services under this Employment Agreement.

4.1.  

The agreements and covenants contained in this Section 4 are essential to protect the business interests of Employer and Employer will not enter into this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees to the following:

4.1.1.  

Confidential Information.  Except as may be required by the lawful order of a court, regulatory body or similar agency of competent jurisdiction, and at the sole cost and expense of the Employer, if any, unless disclosed with the Employer’s permission, Executive agrees to keep secret and confidential, during the Employment Period and while she is employed by Employer, all confidential non-public information of Employer, and its respective affiliates that was acquired by, or disclosed to (“Confidential Information”), Executive during the course of her employment by Employer or any of its affiliates, including information relating to customers (including, without limitation, credit history, repayment history, financial information and financial statements), costs, operations, financial data and plans, and employee information, whether past, current or planned, and not to disclose the same, either directly or indirectly, to any other person, firm or business entity, or to use it in any way; provided, however, that the provisions of this Section 4.1.1 shall not apply to information that:  (A) was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by which Executive is bound); (B) was disclosed to Executive by a third party not subject to any duty of confidentiality to Employer prior to its disclosure to Executive; (C) is disclosed by Executive in the ordinary course of Employer’s business as a proper part of her employment in connection with communications with customers, vendors and other proper parties, provided that it is for a proper business purpose solely for the benefit of Employer.  Executive further agrees that she shall not make any statement or disclosure that is intended by Executive to be detrimental to Employer or any of its affiliates. Executive agrees to observe all reasonable policies and procedures of the Employer that are provided to her concerning such Confidential Information.

4.1.2.  

Non-Competition and Non-Solicitation.

4.1.2.1.  

Executive agrees that for the period commencing on the Effective Date and ending on the first anniversary of the date on which Executive’s employment with Employer is terminated for any reason or no reason (the “Non-Competition Period”), Executive shall not directly or indirectly, alone or as a partner, officer, director, manager, employee, consultant, agent, independent contractor, member or stockholder of any person or entity (“Person”), engage in any business activity in the geographic areas where the Business is located that is directly or indirectly in competition with the Business (as defined herein) of Employer or which is known by Executive to be detrimental to the Business or business plans of Employer or its affiliates; provided, however, that the record or beneficial ownership by Executive or her immediate family members of five percent (5%) or less of the outstanding publicly traded capital stock of any company for investment purposes shall not be deemed to be in violation of this Section 4.1.2.1 so long as Executive is not an officer, director, manager, employee or consultant of such Person.  

The Employer’s business is described in its SEC filings from time to time.

The Employer develops advanced cannabinoid-based formulations for treating diseases and conditions, including, but not limited to, Alzheimer's disease, period cramps ("dysmenorrhea"), premenstrual syndrome ("PMS") and chronic pain. IGC has two investigational drug assets targeting Alzheimer's disease, IGC-AD1 and TGR-63, which have demonstrated in Alzheimer's cell lines the potential to be effective in suppressing or ameliorating key hallmarks of Alzheimer's disease, such as plaques or tangles. IGC-AD1 is a low-dose tetrahydrocannabinol ("THC") based formulation that is currently in a 146-person Phase 2 clinical trial for agitation in dementia due to Alzheimer's (clinicaltrials.gov, NCT05543681). IGC also markets a wellness brand, Holief™, that targets women experiencing premenstrual syndrome and menstrual cramps. Geographically, the business is based in the United States, India and Colombia, South America, and may expand to other countries.

Executive further agrees that during the Non-Competition Period, she shall not in any capacity, either separately or in association with others:  (1) employ or solicit for employment or endeavor in any way to entice away from employment with Employer or its affiliates (a) any current employee of Employer or its affiliates or (b) any Person who was employed by Employer or its affiliates in any preceding 12-month period; (2) solicit, induce or influence any supplier, customer, agent, consultant or other Person that has a business relationship with Employer to discontinue, reduce or modify such relationship with Employer; nor (3) solicit or enter into negotiations with any of Employer’s identified potential acquisition candidates.

4.1.2.2.  

Executive understands that the foregoing restrictions may limit her ability to engage in a business similar to Employer’s Business for the duration of the Non-Competition Period but acknowledges that she will receive sufficiently high remuneration and other benefits to justify such restriction as an employee of Employer pursuant to this Agreement.

4.1.2.3.  

Notwithstanding the generality of any other provision of this Agreement, during the Non-Competition Period, it shall not be a violation of Section 2.2 or this Section 4 for Executive to (i) be an owner, partner, officer, director, manager, employee, consultant, agent, independent contractor, member or stockholder of any person or entity that does not compete with the Business of Employer or (ii) make unlimited investments with other family members in any person or entity that does not compete with the Business of Employer.

4.1.3.  

Remedies.  If Executive breaches any of the provisions contained in Sections 4.1.1 or 4.1.2 (the “Restrictive Covenants”), Employer shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Employer at law or in equity.

4.1.3.1.  

Executive shall account for and pay over to Employer all compensation, profits, and other benefits which inure to Executive’s benefit which are derived or received by Executive or any person or business entity controlled by Executive, resulting from any action or transactions constituting a breach of any of the Restrictive Covenants.

4.1.3.2.  

Notwithstanding the provisions of Section 4.1.3.1 above, Executive acknowledges and agrees that in the event of a violation or Executive’s threatened violation of any of the Restrictive Covenants, Employer shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunction or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies that may be available at law or in equity.

4.1.4.  

Severability.  If any of the Restrictive Covenants, or any part thereof, are held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, are held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.

4.1.5.  

Proprietary Rights.  Executive acknowledges and agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, employee files, client files, and any materials made by Executive or by Employer during the period of Executive’s employment are the property of Employer and shall not be used by Executive in any way adverse to Employer’s interests while she is so employed by Employer.

5.1.  

Termination Without Cause, Non-Renewal, or for Good Reason.  In the event Employer terminates Executive’s employment during the Employment Period without Cause, or at the end of the term, does not renew the Employment Agreement on substantially the same terms or Executive resigns her employment for Good Reason, Executive shall receive the following (only if and subject to Executive’s execution and delivery of a general release of claims):

5.1.1.  

the greater of a) base pay for the remainder of this Agreement, payable over the remainder of the term in equal monthly payments or b) 1.5 times the average of the total compensation, disclosed in the 10-K filed with the SEC, calculated over the previous two 10-K filings prior to termination date. , with such payments shall be made in eighteen equal monthly installments; beginning on the first pay period following Executive’s delivery of the executed release;

5.1.2.  

vesting of any equity awards under the Plan that would have vested within eighteen months of the termination date had Executive’s employment not been terminated;

5.1.3.  

health insurance shall continue, uninterruptedly, through the term of this Agreement, under the same terms as while the Executive was employed.

5.1.4.  

The Employer shall continue, uninterruptedly, to cover the Executive with Directors and Officers insurance (D&O) coverage, consistent with the Employer’s policy and coverage of other directors, for a period of 10 years. The D&O coverage shall cover the years that the Executive served as the Vice President, Principal Financial Officer, of the Employer, and any other titles and responsibilities assumed by the Executive during the term of employment.

5.1.5.  

If the Termination with Cause, Non-Renewal, or Good Reason resignation occurs either (a) during a period of time when the Employer is party to a fully executed letter of intent or a definitive corporate transaction agreement, the consummation of which would result in a Change in Control or (b) within twelve (12) months following the Change in Control, then the severance payment under 5.1.1 shall be 2.99 times the payment set out in 5.1.1 instead of 1.5 times and shall be payable in a single cash lumpsum on the sixtieth day following Executive’s termination date or the delivery of the executed release and all unvested equity awards under the Plan shall vest immediately. “Change in Control” shall mean each of the following with respect to the Employer: (i) a sale of all or substantially all of the Employer’s assets; (ii) a sale of the voting securities of the Employer such that any person or group of persons who did not hold voting securities of the Employer prior to the transaction hold more than fifty percent (50%) of the combined voting power of the securities of the Employer after the transaction; or (iii) any merger, consolidation or other transaction of the Employer with or into another corporation or other entity, other than a transaction in which the holders of voting securities of the Employer immediately prior to such transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), at least fifty percent (50%) of the combined voting power of the securities of the Employer or such surviving entity or parent thereof immediately after such transaction.

5.2.  

Voluntary Resignation.  Executive may terminate her employment with Employer for any reason (or no reason at all) at any time by giving Employer ninety (90) days prior written notice of voluntary resignation; provided, however, that Employer may decide that Executive’s voluntary resignation be effective immediately upon notice of such resignation. Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 for periods after the date on which Executive’s employment terminates due to Executive’s voluntary resignation, including in the event Employer accelerates the effectiveness of the resignation in accordance with this Section 5.2.  

5.3.  

For purposes of this Section 5, Good Reason shall mean the occurrence of any of the following events (a “Good Reason Condition”), subject to having complied with the Good Reason Process (as defined below), without Executive’s consent:

5.3.1.  

Executive is no longer the Vice President, and Principal Financial Officer or the Executive reports to any individual other than the Chief Executive Officer, Board of Directors, or Executive Chairman, without her consent;

5.3.2.  

the relocation of Executive’s office more than hundred (100) miles from its current headquarters in Potomac, Maryland without Executive’s consent;

5.3.3.  

a material breach of any of the provisions of this Agreement by the Employer.

5.3.4.  

Good Reason Process shall mean (i) Executive reasonably determines in good faith that a Good Reason Condition has occurred; (ii) Executive notifies the Employer in writing within sixty days of such determination; (iii) the Employer is afforded a period of not less than thirty days following such notice (the “Cure Period”) to remedy the Good Reason Condition; and (iv) the Good Reason Condition continues to exist at the end of the Cure Period; and (v) Executive terminates her employment for such Good Reason Condition within sixty days after the end of the Cure Period. If the Employer cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.

5.4.  

Termination for Cause.  Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 or otherwise for periods after Executive’s employment with Employer is terminated because of Executive’s termination for Cause. For purposes of this Section 5.4, Executive shall be considered terminated for “Cause” if she is discharged by Employer on account of the occurrence of one or more of the following events:

5.4.1.  

her commission at any time of any act or omission that results in a conviction or plea of no contest for any felony or crime involving moral turpitude;

5.4.2.  

her commission at any time of any act of fraud, embezzlement, willful misappropriation of material Employer property, or willful and material misconduct;

5.4.3.  

Executive commits an act of fraud against Employer, violates a duty of loyalty to Employer, or violates an obligation owed to Employer pursuant to Sections 2 or 4 hereof;

5.4.4.  

willful and material breach of the Executive’s obligations under any material agreement entered into between the Executive and the Employer or any of its affiliates (including under this Agreement), or willful and material breach of the Employer’s polices or procedures which causes material damage or could be reasonably expected to cause material damage to the Employer, its business or reputation;

5.4.5.  

willful and repeated failure to substantially perform Executive’s material duties as are reasonably assigned to her by the Board (other than due to Executive’s illness or disability), provided that for Sections 5.4.4 and 5.4.5 and (D), if the breach reasonably may be cured, Executive has been given at least thirty (30) days after Executive’s receipt of written notice of such breach from the Employer to cure such breach. Such written notice shall state in reasonable detail the particular acts or failures to act that constitute the grounds on which the proposed termination for Cause is based. No matter may be alleged to constitute Cause unless such written notice is provided to Executive within sixty days after the Employer is in possession of the material information upon which the allegation of Cause is based. Whether or not such breach has been cured will be determined in the reasonably good faith judgment of the Board. If Executive cures, Cause shall be deemed not to have occurred.

5.5.  

Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 for periods after the date of Executive’s death, except payments due and owing as of such date.