EX-10.2


  Exhibit 10.2

  Annual Incentive Payment Criteria – In Respect of Fiscal Year 2021

  Company Objectives – Revised September 2021

   

   

  Bonus at target (100%) level of achievement of Company Objectives and Individual Objectives is a percentage of base salary to be determined by the Compensation Committee of the Board of Directors (the “Committee”). The maximum bonus that may be earned will not exceed 1.5x target level bonus, even if actual performance exceeds the maximum level for any or all performance goals. A participant in the 2021 annual bonus program must be employed by Calyxt as of December 31, 2021 and as of the payment date in order to receive any bonus under the 2021 annual bonus program unless otherwise provided in a written agreement between Calyxt and the participant. Additionally, all bonuses are subject to “clawback” to the extent required or permitted by law.

   

   

  Company Objectives

  Portion of bonus attributable to Company Objectives is weighted as follows: 40% Innovation (Measure 1), 20% Cash Balance (Measure 2) and 40% Collaboration (Measure 3). Each Measure 1-3 will be determined by the Committee.  Each Measure 1-3 of the “2021 Company Objectives” must achieve at least 50% level for any bonus amount to be earned under Company Objectives.

   

  With respect to the Company Objectives, the Compensation Committee shall have the authority to determine whether (and by what amount) the actual result used to calculate the achievement of a Measure of the “2021 Company Objectives” and the “Fourth Quarter Addendum” should be adjusted to account for extraordinary events or circumstances (including, without limitation, overall financial market performance factors relative to assumptions used in establishing target Measures), or should otherwise be adjusted in order to be consistent with the purpose or intent of the 2021 annual performance bonus program. The “Fourth Quarter Addendum” is intended to be additive to the calculation but shall not change the target level of achievement for the Company Objectives for the year, which collectively remains at 100%.

   

  2021 Company Objectives

  				
	Multiplier/ Achievement Level
	Measure 1
Innovation
	Measure 2
Cash Balance
	Measure 3
Collaboration

	50%
	[R&D Measure]
	[Minimum Cash Balance Measure]
	[Collaboration Measure]
 

	100%
	[R&D Measure]
	[Minimum Cash Balance Measure]
	[Collaboration Measure]
 

	150%
	[R&D Measure]
	[Minimum Cash Balance Measure]
	[Collaboration Measure]
 

	Weighting of Company Objectives 
	40%
	20%
	40%



   

   

   

   

   

  

   

  Fourth Quarter Addendum

  				
	Multiplier/ Achievement Level
	Measure 1
Collaboration
	Measure 2
Cash Balance
	Measure 3
Innovation

	50%
	[Collaboration Measure]
	[Minimum Cash Balance Measure]
	[Innovation Measure]
 

	100%
	[Collaboration Measure]
	[Minimum Cash Balance Measure]
	[Innovation Measure]
 

	150%
	[Collaboration Measure]
	[Minimum Cash Balance Measure]
	[Innovation Measure]
 

	Weighting of Company Objectives 
	40%
	20%
	40%



   

   

   

  Individual Objectives

  The Compensation Committee will determine, in its discretion, the level of achievement of the goals identified below and the overall achievement of the Individual Objectives, with a multiplier of 0.7x at a minimum level of achievement, 1x at a target level of achievement and 1.5x at a maximum level of achievement.  Achievement at less than the minimum level determined by the Compensation Committee will result in no bonus being earned for that particular goal or for the Individual Objectives as determined by the Compensation Committee. 

   

  Specific individual measures will be determined by the Committee drawn from the categories identified below, together with individual weighting of such Individual Objectives.

   

  	
	Individual Measures
 

	Internal & External Communications Achievement / Advancement

Financial Reporting Achievement / Advancement

Information Technology Achievement / Advancement

Research and Development Achievement / Advancement

Safety & Compliance Achievement / Advancement

Leadership Achievement / Advancement

Risk Management Achievement / Advancement

Intellectual Property Achievement / Advancement