Second Amendment to Third Amended and Restated Employment Agreement between SIGA Technologies, Inc. and Dennis E. Hruby, dated as of October 1, 2024

EX-10.2 3 ef20036718_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

SECOND AMENDMENT TO

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This amendment to the Third Amended and Restated Employment Agreement (the “Amendment”) is made and entered into on this October 1, 2024, by and between SIGA Technologies, Inc., a Delaware corporation (the “Company”), and Dr. Dennis E. Hruby (the “Executive” and, together with the Company, the “Parties”).

WHEREAS, the Parties previously entered into a third amended and restated employment agreement, dated December 10, 2020, as further amended on June 7, 2023 (the “Third Amended and Restated Employment Agreement”); and

WHEREAS, the Parties intend to amend the Third Amended and Restated Employment Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:

1.	Definitions. Capitalized terms not defined herein shall have the meaning set forth in the Third Amended and Restated Employment Agreement.

2.	Amendments.

(a)

Section 3(b) of the Third Amended and Restated Employment Agreement is hereby deleted and replaced in its entirety with the following:

“(b) Annual Bonus. The Company shall pay to Executive an annual cash bonus as set forth below (the “Annual Bonus”):

(i) For the 2024 calendar year, Executive shall be eligible to participate in the Company’s annual bonus program with a target bonus opportunity equal to 100% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, such Annual Bonus shall be paid as soon as practicable but no later than March 15, 2025.

(ii) For the 2025 calendar year, Executive shall be eligible to participate in the Company’s annual bonus program with a target bonus opportunity equal to 75% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, such Annual Bonus shall be paid as soon as practicable but no later than March 15, 2026.

(iii) For each calendar year during the Term beginning with the 2026 calendar year, Executive shall be eligible to participate in the Company’s annual bonus program with a target bonus opportunity equal to 50% of Executive’s then current Base Salary, subject to the achievement of any performance criteria and goals approved by the Compensation Committee. If earned, each such Annual Bonus shall be paid as soon as practicable but no later than March 15th of the year following the year to which the Annual Bonus relates.

(iv) Notwithstanding anything herein to the contrary, in the event of a Change of Control of the Company, Executive shall receive an Annual Bonus for the year in which the Change of Control occurs equal to the greater of (a) the target Annual Bonus for such year or (b) the Annual Bonus determined based upon the applicable performance criteria and goals for such year, provided that Executive remains employed on the last day of such calendar year, payable at the times set forth above.”

(b)

Section 3 of the Third Amended and Restated Employment Agreement is hereby amended to incorporate a new subsection (h) as follows:

“(h) Equity Compensation.

(i) For any grant made in the 2025 calendar year, Executive shall be eligible for equity awards with a target aggregate grant date value equal to 50% of Executive’s Base Salary, under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “Equity Plan”), or any equity program adopted by the Company from time to time with the actual amount granted to be determined by the Compensation Committee based on achievement of applicable performance criteria and goals.

(ii) For any grant made in the 2026 calendar year, Executive shall be eligible for equity awards with a target aggregate grant date value equal to 75% of Executive’s Base Salary, under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “Equity Plan”), or any equity program adopted by the Company from time to time with the actual amount granted to be determined by the Compensation Committee based on achievement of applicable performance criteria and goals.

(iii) For each calendar year during the Term beginning with the 2027 calendar year, Executive shall be eligible for equity awards with a target aggregate grant date value equal to 100% of Executive’s Base Salary, under the Equity Plan or any equity program adopted by the Company from time to time with the actual amount granted to be determined by the Compensation Committee based on achievement of applicable performance criteria and goals.”

Acknowledgment. Executive hereby acknowledges and agrees that the changes to his compensation as set forth in this Amendment will not constitute, or be deemed to constitute, Good Reason for purposes of the Third Amended and Restated Employment Agreement or a “good reason” under any other plan or agreement entered into with or sponsored by the Company or any of its affiliates that contains such term or any substantially similar terms.

4.	Effect of Amendment. All of the terms and conditions of the Third Amended and Restated Employment Agreement not affected by the terms of this Amendment shall remain in full force and effect between the Parties.

Entire Agreement. The Third Amended and Restated Employment Agreement, together with this Amendment, constitutes and represents the entire agreement between the Parties hereto and supersedes any prior understandings or agreements, written or verbal, between the parties hereto respecting the subject matter herein. The Third Amended and Restated Employment Agreement and this Amendment may be amended, supplemented, modified or discharged only upon an agreement in writing executed by all of the parties hereto.

6.	Counterparts. This Amendment may be executed in separate counterparts (including by electronic signature), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

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

	SIGA TECHNOLOGIES, INC.

	By:	/s/ Diem Nguyen
	Name:	Diem Nguyen
	Title:	Chief Executive Officer

	EXECUTIVE

	/s/ Dennis E. Hruby
	Dr. Dennis E. Hruby

[Signature Page to Second Amendment to Third Amended and Restated Employment Agreement]