Exhibit 10.2


 


DATE: October 27, 2020


 





Jan D’Alvise




 





 


 


Re: Retention Incentive


 


Dear Ms. D’Alvise:


 


Acasti Pharma Inc. (the “Company”)
and its employees have seen many changes in the past few years and will undoubtedly see many more. While your contributions have
always been appreciated, we anticipate requiring your services over an important transition period and would like to compensate
you accordingly.


 


Subject to the terms and conditions set
forth herein, in recognition of your anticipated contributions and to encourage you to remain with the Company during these challenging
times, you are being offered a retention incentive which includes both an employment retention incentive in the amount of US $100,000
(the “Employment Retention Incentive”) and the opportunity to earn an additional retention incentive related to the
monetization of the Company’s CaPre related assets (the “CaPre Retention Incentive”) of an amount determined
in accordance with the milestones set forth below, in each case less applicable withholding taxes. Collectively, the Employment
Retention Incentive and the CaPre Retention Incentive are referred to as the “Retention Incentives.”


 


The Employment Retention Incentive is conditional
and shall be earned and payable should you remain employed with the Company until the earlier of (i) April 30, 2021, or (ii) the
closing of a merger transaction, business combination, reverse take-over or other similar transaction between the Company and a
third party (each a “Merger Transaction”), the consummation of which shall be subject to a vote by the Company’s
shareholders (the "Incentive Triggering Date”). Should you voluntarily terminate your employment or should your
employment be terminated by the Company for cause, in each case prior to the Incentive Triggering Date, you shall be deemed to
have forfeited any entitlement you might have to the Employment Retention Incentive. Should your employment be terminated by the
Company without cause prior to the Incentive Triggering Date, the Employment Retention Incentive shall be earned and payable within
30 days of the date of such termination.


 


The CaPre Retention Incentive is conditional
and shall be earned and payable only upon the first to occur of the following events:


 


		a)	The realization by the Company, from the sum of one or more transactions and prior to the consummation of a Merger Transaction,
of gross proceeds related to monetization of inventory, capital equipment, intellectual property, any loss carryforward/net-operating
losses (NOLs) and other assets directly relating to the Company’s drug candidate CaPre (collectively, the “CaPre Assets”),
including any reduction of payables relating to the CaPre Assets, on a dollar-for dollar basis (“Pre-Merger CaPre Monetization”)
in an aggregate amount of (i) between US$5 million and US$10 million, in which case the CaPre Retention Incentive shall be equal
to US$75,000 (the “Minimum CaPre Retention Incentive”); (ii) greater than US$10 million but less than US$15 million,
in which case the CaPre Retention Incentive shall be equal to US$100,000, or (iii) greater than US$15 million, in which case the
CaPre Retention Incentive shall be equal to US$125,000;



 



     

    
Retention Incentive
Date
Page 2


    




 





		b)	Immediately prior to the closing of a Merger Transaction where all or significant portion of the CaPre Assets are acquired
by a third party or by the surviving entity of such Merger Transaction, in which case the CaPre Retention Incentive shall be equal
to the Minimum CaPre Retention Incentive; or






 


		c)	Immediately prior to the closing of a Merger Transaction that includes any contingent value rights in favor of the Company’s
shareholders relating to the monetization of the CaPre Assets, in which case the CaPre Retention Incentive shall be equal to the
Minimum CaPre Retention Incentive.



 





Should you voluntarily terminate your employment
with the Company or should your employment be terminated by the Company for cause, in each case prior to the occurrence of a Pre-Merger
CaPre Monetization, you will forfeit any entitlement you might have to the CaPre Retention Incentive. Should your employment be
terminated by the Company without cause prior to the occurrence of a Pre-Merger CaPre Monetization or a Merger Transaction, the
Minimum CaPre Retention Incentive shall be earned and payable within 30 days of the date of such termination. For the avoidance
of doubt, any achievement of a Pre-Merger CaPre Monetization event in excess of the Minimum CaPre Retention Incentive that occurs
subsequent to your termination by the Company without cause shall be earned and payable to you (net of the Minimum CaPre Retention
Incentive).


 


In anticipation of questions you may have,
these Retention Incentives will not impact any severance for which you are eligible under your employment agreement with Acasti
dated May 11, 2016 (the “Employment Agreement”) in the event of termination by the Company without cause and which
the Company acknowledges as including: (i) 60 days notice of termination and payment equal to 12 months base salary, (ii) payment
of all accrued but unused vacation time, (iii) participation in the Company’s benefit plans (including its 401(k) plan) up
to the effective date of termination and (iv) consistent with the termination benefits offered to other U.S. based employees, a
lump sum payment of US$19,290.12 to cover healthcare insurance costs calculated on the basis of your 12 months of severance; provided
that, by accepting this offer, you hereby acknowledge and agree that, notwithstanding anything to the contrary contained in sections
2.2 and 3.2 of your Employment Agreement, you shall not be entitled to and you hereby waive any additional annual at risk incentive
or bonus amounts beyond the entitlement to the Employment Retention Incentive and the CaPre Retention Incentive in accordance with
the terms of this offer.


 


Also, while it is indeed the intent of the
Employment Retention Incentive and the CaPre Retention Incentive to encourage you to remain with the Company through the Incentive
Triggering Date, this offer is not a contract of employment.


 



     

    
Retention Incentive
Date
Page 3


    




This offer shall be governed by the laws
of the State of California and the federal laws of the United States of America applicable therein.


 


By accepting this offer, you agree that
the content and existence of this offer shall remain confidential and shall not be disclosed to any third party without the prior
written consent of the Company.


 


This offer, if accepted, is binding upon,
and inures to the benefit of, the Company, the undersigned and their respective successors and assigns.


 


If you wish to accept this offer, please
sign and return the original of this letter within the next ten days. The copy is for your records.


 











	 	Very truly yours,
	 	 
	 	ACASTI PHARMA INC.
	 	By:	/s/ Dr. Roderick N. Carter
	 	 	Name: Dr. Roderick N. Carter
	 	 	Title: Chairman 


 





 


 


I accept the conditions of eligibility to receive
the Employment Retention Incentive and the CaPre Retention Incentive.


 





 


Date: October 27, 2020


 


      /s/ Jan D’Alvise               

      Signed: Jan D’Alvise