Amendment to Employment Agreement with Natasha Giordano, dated March 7, 2019
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of March 7, 2019 (the “Effective Date”), by and between Natasha Giordano (the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”), for the purpose of amending that one certain Employment Agreement, dated October 1, 2015 (the “Agreement”), by and between the parties.
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein and the Agreement, the parties agree as follows:
Section 3.1 of the Agreement is hereby amended in its entirety, effective as of the Effective Date, to read as follows:
3.1 Base Salary. Effective on February 1, 2019, the Company shall pay the Executive an annual rate of base salary of Four Hundred Seventy-Five Thousand Dollars ($475,000). Such base salary shall be paid consistently with the Company’s then current pay practices. The Executive’s base salary shall be reviewed at least annually by the Compensation Committee and the Compensation Committee may, but shall not be required to, other than as provided above, increase (but not decrease) the base salary during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.”
Section 3.2 of the Agreement is hereby amended in its entirety, effective as of the Effective Date, to read as follows:
3.2 Annual Bonus. The Executive shall be eligible to receive an annual bonus pursuant to a bonus plan approved by the Board based on satisfaction of performance criteria to be established by the Compensation Committee, with a target of fifty percent (50%) of Base Salary (“Target Bonus”). Payment of the annual bonus, if any, shall be made in the same manner and at the same time that other senior-level executives receive their annual incentive compensation awards, the actual amount of which and date upon which it is payable by the Company to be determined by the Board in its discretion; provided that, if granted, any annual bonus shall not exceed 150% of the Target Bonus. Any such bonuses shall be subject to all applicable withholding requirements.
Section 4.1(c) of the Agreement is hereby amended in its entirety, effective as of the Effective Date, to read as follows:
4.1(c) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without the Executive’s written consent:
The Company employees a person besides Executive as President or Chief Executive Officer;
a material reduction in the Executive’s Base Salary, bonus opportunity, or benefits;
any material breach by the Company of any material provision of this Agreement, which breach, if curable, remains uncured for a period of thirty (30) days after receipt by the Company of written notice from the Executive of such breach, which notice shall contain the specific reasonable cure requested by the Executive; or
a material diminution in the Executive’s title, authority, duties or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law) or a requirement that the Executive report to a corporate officer or executive instead of reporting directly to the Board, taking into account the Company’s size; provided, that no diminution of the Executive’s title, authority, duties or responsibilities shall be deemed to occur solely as a result of the Company (or its successor or Parent) no longer being a publicly traded entity;
the Company requires the Executive to engage in dishonest or illegal conduct; or
the relocation of Executive’s principal office to a location more than 50 miles from the current location as of the Effective Date, except for travel reasonably required in the performance of Executive’s responsibilities.
The Executive cannot terminate her employment for Good Reason unless she has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within ninety (90) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances (to the extent curable). If the Executive does not terminate her employment for Good Reason within one hundred twenty (120) days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived her right to terminate for Good Reason with respect to such grounds.
Except as expressly amended by this Amendment, the parties do hereby ratify and confirm the Agreement in its entirety.
Terms not defined in this Amendment shall have the meanings set forth in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
|PLX PHARMA INC.|
|By:||/s/ Michael J. Valentino|
Michael J. Valentino
Executive Chairman of the Board
Signature: /s/ Natasha Giordano
Print Name: Natasha Giordano