Exhibit
10.4


 


FIRST
AMENDMENT


TO
THE


EMPLOYMENT
AGREEMENT


 


This
First Amendment (the “Amendment”) to the Agreement (as defined below) by and between iAnthus Capital Holdings,
Inc. (“iAnthus” or the “Company”), and Julius Kalcevich (“Executive”),
is dated as of April 4, 2020. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them
in the Agreement.


 


WHEREAS,
iAnthus and Executive entered into that certain Employment Agreement dated as of October 10, 2019 (the “Agreement”);
and


 


WHEREAS,
iAnthus and Executive desire to amend the Agreement.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto
agree as follows:


 


1. Section
3(a) of the Agreement. Section 3(a) of the Agreement shall be deleted in its entirety and replaced with the following:


 


“(a)
Salary


 


Executive’s
annual base salary shall be Four Hundred Fifty Thousand Dollars and No Cents ($450,000.00) per annum paid in bi-weekly installments
and an annual lump sum cash payment in an amount determined by the Compensation Committee (collectively, “Base Salary”),
which gross sums shall be less statutory withholding taxes and required deductions. Executive shall be paid in accordance with
the Company’s standard payroll practices. Executive’s Base Salary shall be reviewed in accordance with the Company’s
policies as from time to time in effect and may be increased but not decreased below the annual rate stated in the foregoing sentence
in this Section 3(a). The Company and Executive acknowledge that the annual lump sum cash payment for the calendar year 2020 shall
be an amount of Two Hundred Twenty-five Thousand Dollars and No Cents ($225,000.00) and be paid no later than January 31, 2021.”


 


2. Section
3(b) of the Agreement. Section 3(b) of the Agreement shall be deleted in its entirety and replaced with the following:


 


“(b)
Bonus


 


In
addition to Executive’s Base Salary, beginning on January 1, 2019, Executive shall be eligible to receive an annual incentive
bonus (the “Incentive Bonus”) in the sole discretion of the Board of Directors. The applicable criteria for achieving
an Incentive Bonus shall be established annually by the Board of Directors, in its sole discretion, as soon as practicable. Any
Incentive Bonus earned shall be payable no later than March 15th of the fiscal year after the fiscal year in which it was earned.
Executive acknowledges that an incentive bonus of Two Hundred Thousand Dollars and No Cents ($200,000.00) was paid on February
25th, 2020 for calendar year 2019.”


 


3. Section
3(c)(i) of the Agreement. Section 3(c)(i) of the Agreement shall be deleted in its entirety and replaced with the following:


 


“(c)
Options. (i) Time Vesting Options.


On
February 1st of each calendar year during the term of this Agreement or the first day thereafter that the Company is permitted
to make option grants to executives of the Company (each, a “Grant Date”), Executive shall receive a grant of stock
options (“Time Vested Options”) to purchase Common Shares (“Shares”) of iAnthus Capital Holdings, Inc.
(“Holdings”) pursuant to the iAnthus Capital Holdings, Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”)
with a value (the “Option Value”) equal to Eight Hundred Thousand Dollars ($800,000.00) per annum minus the value
of the current year Base Salary, which shall be incentive stock options to the maximum extent permitted. The exercise price of
the Time Vested Option shall by equal to the Fair Market Value (as defined in the Plan), shall expire ten years after the Grant
Date and shall vest in 12 equal quarterly installments commencing on the last day of the calendar quarter following the Grant
Date and otherwise pursuant to the terms and conditions of Holdings’ form of Award Agreement (as defined in the plan). Executive
acknowledges that the options to purchase 170,368 Common Shares on August 6th, 2019 reflect the Time Vested Option grants for
calendar year 2019. The Executive acknowledges that the Company may satisfy the obligation of Time Vested Options by a grant of
stock options or restricted stock units.”


 


4. Section
3(c)(ii) of the Agreement. Section 3(c)(ii) of the Agreement shall be amended to add the following as the last sentence:


 


“(c)
Options. (ii) Performance Options.


 


The
Executive acknowledges that the Company may satisfy the obligation of Performance Options by a grant of stock options or restricted
stock units.”


 


5. Miscellaneous.
Except as otherwise expressly provided in this Amendment, the terms and conditions of the Agreement shall remain unchanged
and in full force and effect. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all
of which when affixed together shall constitute but one and the same instrument. Signatures exchanged by facsimile or electronic
document signing services shall be deemed original signatures for all purposes.


 


[Signature
Page Follows]


 




     


     


    

 


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


 





	 	iANTHUS CAPITAL HOLDINGS, INC.	 
	 	 	 	 
	 	By:	/s/
    Hadley Ford	April 4, 2020
	 	 	Hadley Ford	Date
	 	 	Chief Executive Officer	 
	 	 	 	 
	 	 	/s/
    Julius Kalcevich	April 4, 2020
	 	 	Julius Kalcevich	Date