Exhibit 10.2


 


EXTENSION TO EMPLOYMENT AGREEMENT


 


 


This Extension to Employment
Agreement (the “Extension”) effective as of July 1, 2022, between ANIL R. DIWAN, c/o NanoViricides, Inc., 1 Controls Drive,
Shelton, CT 06484 (“Employee”), and NanoViricides, Inc., a corporation with offices at 1 Controls Drive, Shelton, CT
06484 (“the Company,” and collectively with the Employee, the “Parties”).


 


WHEREAS, the Parties
entered into that certain Employment Agreement on July 11, 2018 which expired pursuant to its terms on June 30, 2021 which was subsequently
extended to June 30, 2022 (the “Employment Agreement”);


 


WHEREAS, the parties
hereto desire to extend the term of the Employment Agreement and to add to and/or revise the terms and conditions of the Employment Agreement;
and


 


WHEREAS, the Parties
hereto desire that all other terms and conditions of the Employment Agreement not specifically amended hereby will remain in full force
and effect;


 


NOW THEREFORE, in consideration
of the foregoing and the mutual agreements set forth herein, and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


1. Term


 


The term of the Employment
Agreement shall be extended for an additional one (1) year term beyond the extended Term and that Section 2 of the Employment Agreement
is amended by replacing Section 2 as follows:


 


The term of this Agreement
shall commence on July 1, 2022 and shall continue for one (1) year, i.e. ending June 30, 2023, but subject to the approval of the Board
of Directors, renewable annually thereafter upon approval of the Board of Directors, provided that either party can terminate the employment
at any time, for any reason, upon 30 days’ notice (the “Employment Period”).


 


2.  Compensation and Benefits


 


Section 5 of the Employment
Agreement is amended by replacing Section 5 as follows:


 


The total compensation consists
of base salary, fringe benefits, stock awards, incentive awards, and performance bonuses as follows:


 


	 	A.	Base Salary and Fringe Benefits


 


As compensation for the Employee’s
services hereunder during the Employment Period, the Company shall pay the Employee a base salary of four hundred thousand ($400,000)
dollars per annum, commencing July 1, 2022, and through the effective period of the contract unless amended by the Compensation Committee.
Any base salary payable hereunder shall be paid in regular intervals in accordance with the Company’s payroll practices, but no
less frequently than once each month. The Employee shall be entitled to participate in all fringe benefits the Company provides for its
employees generally, and such other benefits as the Company provides generally for its senior executives. Such fringe benefits may include
paid time off (vacation and sick days), right to unpaid FMLA time off, medical insurance coverage (health, dental and vision), and Employee
Retirement Plan, as may exist from time to time. In addition, the Company shall maintain a Term Life Insurance policy for the Employee,
valued at $2 Million, of which $1 Million shall be assigned to the Company and remaining to the Employee’s Estate.


 


	 	B.	Grant of Series A Preferred Shares


 


As an incentive towards the
ultimate success of the Company, and to provide leadership authority to the Executive, the Company grants 10,204 shares of the Company’s
Series A Preferred Shares to Employee (the “Preferred Stock”) upon execution of this Agreement (the “Grant Date”)
and the Employee accepts such grant for itself and its successors and assigns, as follows:


 


	 	i.	Shareholder Rights Pertaining to Granted Series A Preferred Shares


 


From and after the Grant Date,
Employee will be recorded as a shareholder of the Company with respect to the full amount of the Granted Series A Preferred Shares
less any Shares that are forfeited, transferred back to the Company or otherwise cancelled. Employee shall be entitled, from and after
the Grant Date, to vote the full amount of Granted Shares, whether vested or unvested, less any shares that are forfeited, transferred
back to the Company or otherwise cancelled.


 


	 	ii.	Transfer Restrictions; Vesting


 


(a)Provided that
the Employee has not experienced a Termination of Service and remains continuously employed with the Company, the Employee’s rights
in and to the Shares shall be fully vested on June 30, 2022, and shall be deemed partially vested at 25% for each quarter in quarterly
installments following the Grant Date. Employee’s rights in and to the Shares shall be forfeitable unless and until otherwise vested
pursuant to the terms of this Extension.


 


Shares that have vested and
are no longer subject to forfeiture according to the above vesting schedule are referred to herein as “Vested Shares.”
Shares that have not vested and remain subject to forfeiture under the preceding schedule are referred to herein as “Unvested
Shares.”


 


(b)The vesting period
and the amount of the Award set forth above shall be adjusted on a prorated basis by the Board of Directors to reflect the decreased level
of employment during any period in which the Employee is on an approved leave of absence or is employed on a less than full time basis.


 


(c)Any sale, transfer,
assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or
disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of Unvested Shares shall be strictly prohibited
and void; provided, however, that the Board of Directors, in its sole discretion, may permit the Employee to assign or transfer an Award,
provided that the Award shall be subject to all the terms and condition of this Agreement and any other terms required by the Board of
Directors as a condition to such transfer.


 


	 	iii.	Forfeiture upon Termination of Employment; Company Transaction


 


Upon a Termination of Service
for any reason, including without limitation, termination by the Company for Cause, voluntary resignation by the Employee or the Employee’s
death, Disability or Retirement, the Unvested Shares shall be forfeited by the Employee and cancelled and surrendered to the Company without
payment of any consideration to the Employee.


 


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


 


	For NanoViricides, Inc.	For Employee:
	 	 
	By	/s/ Brian Zucker	 	/s/ Anil Diwan
	 	Name: Brian Zucker	 	ANIL DIWAN
	 	Title: Director