Exhibit
10.2


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This
Amendment (the “Amendment”) to that certain First Amendment Employment Agreement by and between Provention
Bio, Inc. (the “Provention”) and Ashleigh Palmer (“Executive”) dated May 19, 2020 (as amended,
the “Employment Agreement”), is effective as of September 9, 2022.


 


WHEREAS,
Provention and Executive are parties to that certain Employment Agreement;


 


WHEREAS,
Executive and Provention desire to amend the Employment Agreement as set forth herein;


 


WHEREAS,
this Amendment provides for the potential for increased benefits as compared to the benefits provided in the Employment Agreement, including,
without limitation, the increased severance compensation set forth herein in the event of termination of the Employment Agreement (the
“Additional Severance”);


 


WHEREAS,
Executive acknowledges and agrees that the opportunity to receive Additional Severance is fair and reasonable consideration for the execution
of this Amendment that is independent of the Executive’s continued employment with the Company; and


 


NOW,
THEREFORE, Executive and Provention hereby agree that the Employment Agreement shall be amended as follows:


 


		1.	Section
                                            4.1 of the Employment Agreement is hereby amended as follows: Sections 4.1(d) and (e) are
                                            hereby deleted in their entirety and replaced with:
	 	 	 
		d)	If
                                            the Executive’s employment is terminated pursuant to Section 4.1(a), other than during
                                            the Post-Change in Control Period (as defined in Section 4.1(e)), the Executive shall, in
                                            full discharge of all of the Company’s obligations to the Executive, be entitled to
                                            receive, and the Company’s sole obligation to the Executive under this Agreement or
                                            otherwise shall be to pay or provide to the Executive, the following:



 


		i.	the
                                            Accrued Obligations (as defined in Section 4.2(b));



 


		ii.	each
                                            outstanding stock option held by the Executive under the Company’s 2017 Equity Incentive
                                            Plan (or any successor plan) (the “Equity Plan”) that provides for vesting solely
                                            based on continued service (“time-based” vesting ) shall become fully vested,
                                            and all of the Executive’s outstanding vested stock options (whether providing time-based
                                            or performance-based vesting) shall remain exercisable for a period of twelve (12) months
                                            following the Termination Date (but in no event later than the expiration date of the term
                                            thereof); and



 




    	 



     


    

 


		iii.	subject
                                            to Section 4.4, Section 4.5, Section 4.6, Section 4.7, and compliance with the terms of the
                                            Covenants Agreement: (A) payments equal to eighteen (18) months of Executive’s Base
                                            Salary at the rate in effect immediately prior to the Termination Date (provided that if
                                            such salary has been reduced, the pre-reduction Base Salary); and (B) eighteen (18) months
                                            of COBRA premiums, in each case less applicable withholdings and authorized deductions (the
                                            “Pre-CIC Severance Payments”), to be paid (subject to Section 5.16) in
                                            equal installments in accordance with the Company’s regular payroll practices, commencing
                                            on the next regular payroll date that occurs on or after the sixtieth (60th) day following
                                            the Termination Date; provided, however, that payments under subsection (B) of this section
                                            will cease in the event that Executive secures substantially gainful employment from a new
                                            employer prior to the expiration of the time such payments are to be paid, and Executive
                                            agrees to immediately inform the Company in writing if he becomes employed by a new employer.
                                            In addition, Executive shall (X) receive accelerated vesting of any equity awards (other
                                            than stock options) to the extent such awards would have become vested during the nine (9)
                                            months period following the Termination Date had Executive continued to be employed by the
                                            Company, and (Y) be eligible to receive the pro rata portion of the Executive’s Annual
                                            Bonus based on objectives achieved at the termination date, which shall be paid on the date
                                            the subject annual bonus would have been paid had Executive’s employment continued.



 


		e)	If
                                            the Executive’s employment is terminated pursuant to Section 4.1(a) within twelve (12)
                                            months following a Change in Control (as defined below) (the “Post-Change in Control
                                            Period”), the Executive shall, in full discharge of all of the Company’s
                                            obligations to the Executive (and in lieu of any payments and benefits set forth in Section
                                            4.1(d)), be entitled to receive, and the Company’s sole obligation to the Executive
                                            under this Agreement or otherwise shall be to pay or provide to the Executive, the following:



 


		i.	the
                                            Accrued Obligations; and
	 	 	 
		ii.	subject
                                            to Section 4.4, Section 4.5, Section 4.6, Section 4.7, and compliance with the terms of the
                                            Covenants Agreement, (A) payments equal to twenty-four (24) months of Executive’s Base
                                            Salary at the rate in effect immediately prior to the Termination Date (provided that if
                                            such salary has been reduced, the pre-reduction Base Salary), (B) twenty-four (24) months
                                            of COBRA premiums, and (C) the pro rata portion of the Executive’s Target Bonus over
                                            the twenty-four (24) month severance period, in each case less applicable withholdings and
                                            authorized deductions (the “Post-CIC Severance Payments”), to be paid
                                            (subject to Section 5.16) in equal installments in accordance with the Company’s regular
                                            payroll schedule, commencing on the next regular payroll date that occurs on or after the
                                            sixtieth (60th) day following the Termination Date; provided, however, that payments under
                                            subsection (B) of this section will cease in the event that Executive secures substantially
                                            gainful employment from a new employer prior to the expiration of the time such payments
                                            are to be paid, and Executive agrees to immediately inform the Company in writing if he becomes
                                            employed by a new employer. In addition, Executive shall be deemed to be fully vested in
                                            any and all outstanding equity awards of Executive, and each of Executive’s outstanding
                                            stock options shall remain exercisable until the expiration date of the term of such option.



 


		2.	Except
                                            as amended herein, the Employment Agreement shall remain in full force and effect in all
                                            respects.
	 	 	 
		3.	This
                                            Amendment is subject to the applicable terms and conditions and of the Employment Agreement.
	 	 	 
		4.	This
                                            Amendment may be executed in several counterparts, each of which is deemed to be an original
                                            but all of which together will constitute one and the same instrument. This Amendment may
                                            be delivered via facsimile or scanned “PDF” which shall be an original for all
                                            purposes.



 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of this 9th day of September, 2022.


 


	 	Provention
    Bio, Inc.
	 	 	 
	 	/s/:
    Heidy King-Jones
	 	Name:	Heidy
King-Jones
	 	Title:	Chief
    Legal Officer
	 	 	 
	 	Executive
	 	 	 
	 	/s/:
    Ashleigh Palmer
	 	Name:	Ashleigh
Palmer
	 	Title:	Chief
Executive Officer


 


[Signature
Page to Employment Agreement Amendment]