Exhibit 10.2


 


THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the 1st day of August, 2021


 


BETWEEN:


 


XORTX
Pharma Corp., a company continued under the laws of Canada (hereinafter called the “CORPORATION”)


 


-and-


 


Allen
Davidoff, an individual residing in the City of Calgary, in the Province of Alberta (hereinafter called the “EMPLOYEE”).


 


WHEREAS
the CORPORATION is principally engaged in the business of biotechnology research and development, and in particular developing
drugs and therapeutics and accumulating and protecting intellectual property in respect of the foregoing;


 


AND
WHEREAS the CORPORATION is desirous of employing the EMPLOYEE on the terms, conditions and for the considerations as hereinafter
set forth and the EMPLOYEE wishes to accept such employment with the CORPORATION;


 


AND
WHEREAS the parties desire to enter into this Agreement to set forth their respective rights and obligations;


 


NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises, the mutual covenants and agreements herein contained
and other good and valuable consideration, the parties hereto mutually covenant and agree as follows:


 


ARTICLE
1- CONTRACT FOR SERVICES


 


		1.1	Subject
                                         to the earlier termination of this Agreement as hereinafter provided, the CORPORATION
                                         hereby agrees employ the EMPLOYEE as President and Chief Executive Officer in accordance
                                         with the terms and provisions hereof.



 


		1.2	The
                                         EMPLOYEE shall be responsible for and shall have such authority as is consistent with
                                         the position of President and Chief Executive Officer of the CORPORATION all subject
                                         to the power, direction and control of the Board of Directors of the CORPORATION.



 


		1.3	Notwithstanding
                                         Section 1.2 hereof, the EMPLOYEE’S services hereunder shall be provided on the basis
                                         of the following terms and conditions:



 


		(a)	The
                                         EMPLOYEE’S title shall be President and Chief Executive Officer of the CORPORATION;



 


		(b)	the
                                         EMPLOYEE shall faithfully, honestly and diligently serve the CORPORATION and cooperate
                                         with the CORPORATION and utilize maximum professional skill and care to ensure that all
                                         services rendered hereunder are to the satisfaction of the CORPORATION, acting reasonably,
                                         and to provide any other services not specifically mentioned herein, but which by reason
                                         of his capability he knows or ought to know to be necessary to ensure that the best interests
                                         of the CORPORATION are maintained;



 




     


     


    

 


		(c)	the
                                         EMPLOYEE shall assume, obey, implement and execute such duties, directions, responsibilities,
                                         procedures, policies and lawful orders as may be determined or given by the Board of
                                         Directors of the CORPORATION from time to time and report results of same as may from
                                         time to time be determined by the Board of Directors of the CORPORATION,



 


		(d)	the
                                         EMPLOYEE will, when it is deemed by the CORPORATION to be beneficial, join in or participate
                                         with organizations, clubs, associations or groups that may provide good business contacts
                                         and learning facilities for the benefit of the CORPORATION; and



 


		(e)	the
                                         EMPLOYEE shall have the authority to make the usual contracts necessary to carry on the
                                         business of the CORPORATION in the ordinary course.



 


		1.4	The
                                         EMPLOYEE agrees to devote the whole of his time, attention and best efforts to further
                                         the business and interests of the CORPORATION during the period of this Agreement to
                                         the exclusion of all other employment. Except in the case where the EMPLOYEE is permitted
                                         to be a director and specifically a director of My Path Metbolix Inc.



 


		1.5	It
                                         is acknowledged and agreed between the parties hereto that the services to be provided
                                         by the EMPLOYEE hereunder are of such nature that regular business may be impossible
                                         and that the EMPLOYEE may be required to perform services in excess of eight (8) hours
                                         per day or five (5) days per week. It is also anticipated that there will be certain
                                         evenings, weekends and holidays during which the EMPLOYEE may be required to provide
                                         services. The EMPLOYEE therefore agrees that the consideration herein set forth shall
                                         be in full and complete consideration herein set forth shall be in full and complete
                                         satisfaction for his work and services to be provided hereunder, no matter when and how
                                         performed and the EMPLOYEE releases the CORPORATION from any additional pay or compensation,
                                         whatsoever which he might have by reason of any existing or future legislation or otherwise.



 


		1.6	The
                                         services to be carried out and performed by the EMPLOYEE shall be carried out and performed
                                         in the City of Calgary in the Province of Alberta, or such other places as may be mutually
                                         agreed between the EMPLOYEE and the CORPORATION. It is understood that a reasonable amount
                                         of business travel outside of Calgary may be required.



 


ARTICLE
2 -TERM OF CONTRACT


 


		2.1	Subject
                                         to earlier termination pursuant to the terms hereof, this contract for services shall
                                         be for an indefinite term from and including the date hereof,



 


ARTICLE
3 - COMPENSATION


 


		3.1	In
                                         consideration of the services to be provided by the EMPLOYEE to the CORPORATION pursuant
                                         to Article 1 hereof, the CORPORATION shall pay to the EMPLOYEE an annual salary of One
                                         Hundred Ninety Thousand ($190,000) Dollars, payable twice per month in equal instalments
                                         on the 15th and the last day of each month during the term hereof



 




     


     


    

		3.2	The
                                         EMPLOYEE shall be reimbursed for all reasonable expenses incurred by him in or about
                                         the execution of his services hereunder, including living expenses while absent from
                                         his city of residence, travel and meeting/entertainment expenses. A11 such expenses shall
                                         be verified by statements, receipts or other reasonable evidence satisfactory to the
                                         CORPORATION.



 


		3.3	In
                                         accordance with the terms and conditions of the applicable benefit plan texts, as amended
                                         by the Board of Directors from time the EMPLOYEE shall be entitled to participate in
                                         all executive, medical, dental, and other health care, life insurance, group accident,
                                         long term disability, savings, profit sharing, share option, share purchase and any other
                                         benefit plans of whatsoever nature which the CORPORATION may provide from time to time.
                                         The EMPLOYEE understands and agrees that the CORPORATION monitors such plans and benefits
                                         and may, from time to time, modify or terminate the plans and benefits.



 


		3.4	The
                                         CORPORATION will provide the EMPLOYEE with a parking stall convenient to his location
                                         of work.



 


ARTICLE
4- REVIEW OF COMPENSATION


 


		4.1	The
remuneration payable pursuant to Section 3.1 hereof shall be reviewed by the Board of Directors of the CORPORATION on or before
the anniversary date hereof, and annually thereafter, at which time the Board of Directors shall consider such matters, as it
may consider relevant and shall determine, in its absolute discretion, whether to increase the annual remuneration payable by
the CORPORATION to the EMPLOYEE hereunder, provided always however, that the remuneration payable to the EMPLOYEE pursuant to
Article 3 hereof sha1l not, as a result of such review, be reduced.



 


ARTICLE
5 - INCAPACITY


 


		5.1	The
                                         EMPLOYEE shall be entitled to reasonable time from his services, without loss of compensation,
                                         due to sickness or illness or other incapacity.



 


		5.2	In
                                         the event the EMPLOYEE is insured either personally or through the CORPORATION or through
                                         a group plan provided by the CORPORATION for loss of income as a result of disability
                                         and the EMPLOYEE receives compensation or disability income pursuant thereto, then the
                                         amount of remuneration which the EMPLOYEE is otherwise entitled to receive hereunder
                                         during the period of illness or incapacity shall be reduced by the amount of compensation
                                         or disability income paid by such insurer to the EMPLOYEE and the EMPLOYEE covenants
                                         and agrees that he shall immediately advise the CORPORATION from time to time of the
                                         receipt of any such disability income paid by such insurer to the EMPLOYEE.



 


ARTICLE
6 - CONFIDENTIAL INFORMATION


 


		6.1	The
                                         EMPLOYEE covenants and agrees that during the term hereof and for a period of five (5)
                                         years thereafter, he will keep in strict confidence and shall not use, directly or indirectly,
                                         for any other purpose other than for the purpose of providing services hereunder, all
                                         knowledge, information (whether oral or written) and materials obtained or acquired during
                                         the course of his providing services hereunder relating to the CORPORATION or its business
                                         and affairs. Other than information disclosed or divulged to the Board of Directors and
                                         duly authorized officers and employees of the CORPORATION,
the EMPLOYEE will not disclose, divulge, publish or transfer, or authorize or permit anyone else to disclose, divulge, publish
or transfer or use to his own advantage any suchknowledge, materials, business data or other information obtained pursuant to
this Agreement or which relate in any manner to the business affairs of the CORPORATION, without the prior written consent of
the CORPORATION, which consent may be arbitrarily or unreasonably withheld.



 




     


     


    




 


		6.2	The
                                         obligation of the EMPLOYEE, as identified in Section 6.1, hereof shall not apply to such
                                         knowledge, information, material or business data obtained pursuant to this Agreement
                                         or relating in any manner to the business affairs of the CORPORATION which:



 


		(a)	was
                                         demonstrably unknown to the EMPLOYEE prior to receipt thereof pursuant to this Agreement;



 


		(b)	is
                                         available to the public in the form of written publication;



 


		(c)	shall
                                         have become available to the EMPLOYEE in good faith from a third party who has a bona
                                         fide right to disclose same; and



 


		(d)	that
                                         information which is required to be disclosed to any federal, provincial, state or local
                                         government or governmental branch, board, agency car instrumentality necessary to comply
                                         with relevant timely disclosure laws or regulatory authorities, including stock exchanges
                                         having jurisdiction in respect of securities of the CORPORATION.



 


ARTICLE
7 - VACATION


 


		7.1	During
the term hereof, the EMPLOYEE shall be entitled to six (6) weeks paid vacation in each calendar year hereof. The EMPLOYEE understands
and agrees that vacation is to be taken at a time mutually agreed upon between the EMPLOYEE and the CORPORATION.



 


ARTICLE
8 – NON-ASSIGNABILITY


 


		8.1	This
contract for services and all other rights, benefits, and privileges herein conferred are personal to the EMPLOYEE and accordingly
may not be assigned by the EMPLOYEE.



 


ARTICLE
9 -TERMINATION


 


		9.l	Notwithstanding
                                         the term of this Agreement as set forth in Section 2.1 hereof, this Agreement shall be
                                         terminated upon the occurrence of any one of the following events:



 


		(a)	the
                                         death of the EMPLOYEE;



 


		(b)	the
                                         EMPLOYEE becoming bankrupt or making an assignment for the benefit of creditors in general;



 


		(c)	thirty
                                         (30) days written notice by the EMPLOYEE of his intention to terminate this Agreement;



 




     


     


    

		(d)	thirty
                                         (30) days written notice by the CORPORATION of its intention to terminate this Agreement
                                         and in conjunction with Section 9.3 below;



 


		(e)	incapacity
                                         due to illness or injury to the EMPLOYEE, such that in the opinion of an independent
                                         medical expert acceptable to the EMPLOYEE (or his legal personal representative) and
                                         the CORPORATION, which will keep the EMPLOYEE from his duties for a period longer than
                                         six (6) consecutive months;



 


		(f)	at
                                         any time by the CORPORATION, without notice, for “Just Cause”(“Just
                                         Cause” will include just cause for dismissal at common law in addition to the
                                         conviction of the EMPLOYEE for a indictable criminal offense or the breach by the EMPLOYEE
                                         of any of the material covenants or terms of this Agreement).



 


		9.2	In
                                         the event this Agreement is terminated in accordance with the provisions of subsections
                                         9.1(a), (b), (c), (e) and (f) hereto the EMPLOYEE shall not be entitled to additional
                                         remuneration hereunder from and after the “Termination Date” (“Termination
                                         Date” means the last day the EMPLOYEE is actively performing his duties at
                                         work, regardless of the reason for termination.)



 


		9.3	If
                                         the CORPORATION terminates this Agreement in accordance with 9.1(d) hereof,the parties
                                         agree that the CORPORATION shall pay to the EMPLOYEE an amount of severance calculated
                                         in accordance with the following, and that such amount shall constitute full and final
                                         settlement of any amounts owing to the EMPLOYEE as a result of such termination:



 


		(a)	the
                                         equivalent of six times his then current monthly salary, if terminated prior to the first
                                         anniversary of the date hereof; or



 


		(b)	the
                                         equivalent of twelve times his then current monthly salary, if terminated on or after
                                         the first anniversary of the date hereof.



 


		(c)	It
                                         is understood and agreed that the payments referred to in this Section 9.3 include the
                                         minimum statutory pay in lieu of notice prescribed by the Alberta Employment Standards
                                         Code, as amended.



 


It
is further understood that the EMPLOYEE will sign a Release and Confidentiality Agreement similar to that attached as Schedule
“A” prior to receiving any amounts owing which exceed the minimum entitlements in accordance with the Employment
Standards Code (Alberta), as amended, and the EMPLOYEE will provide all required resignations of any positions he holds in
the CORPORATION.


 


ARTICLE
10 - NON COMPETITION & NON-SOLICITATION


 


		10.1	The
                                         EMPLOYEE covenants and agrees with the CORPORATION that during the term hereof and for
                                         a period of two (2) years thereafter, he will not, either individually or in partnership
                                         or jointly or in conjunction with any person, association or syndicate, as principal,
                                         agent, shareholder, director, officer, employee or in any other manner whatsoever carry
                                         on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee
                                         the debts or obligations of or permit his name or any part thereof to be used or employed
                                         by any person or persons, including, without limitation,
any individual, firm, association, syndication, company, corporation, or other business enterprise, engaged in or concerned with
or interested in any business or any part thereof presently carried on by the CORPORATION with respect to its business of any
other business at any time during the term hereof carried on by the CORPORATION, except with written consent of the CORPORATION,
which consent will not be reasonably withheld.



 




     


     


    




 


		10.2	During
                                         the period identified in Section 10.1, the EMPLOYEE shall not solicit, engage in, assist
                                         or have an interest in or be connected with any person, firm or corporation soliciting
                                         any customer known or ought to be known to the EMPLOYEE to be a customer or business
                                         associate of the CORPORATION.



 


		10.3	During
                                         the period identified in Section 10.1, the EMPLOYEE shall not induce, entice or attempt
                                         to obtain the withdrawal from the CORPORATION of any employee, consultant, contract researcher
                                         or management personnel either before or after the termination of this Agreement.



 


		10.4	If
                                         the CORPORATION ceases to carry on business for a continuous period of six (6) months
                                         or more, then the provisions of Article 6 and Article 10 hereof shall be null and void
                                         and shall cease to have any force and effect after the expiration of the aforesaid period
                                         of time.



 


		10.5	The
                                         EMPLOYEE confirms that the obligations in Sections 10.1, 10.2 and 10.3 of this Agreement
                                         are reasonably necessary for the protection of the CORPORATION and its shareholders and,
                                         given the EMPLOYEE’s knowledge and experience, will not prevent the EMPLOYEE from
                                         being gainfully employed if the EMPLOYEE’s employment with the CORPORATION ends.



 


ARTICLE
11- CHANGE OF CONTROL


 


		11.1	In
the event that any third party (which third party has a market capitalization of greater than Cdn.$200,000,000 or has an average
daily trading volume of greater than $250,000 (based on the 30 days preceding the date of merger or acquisition and excluding
any unusual block trades)) acquires greater than fifty (50%) of the outstanding common shares of the CORPORATION and, within thirty
(30) days of such acquisition, the EMPLOYEE’S employment with the CORPORATION is terminated by the CORPORATION or the EMPLOYEE,
then the EMPLOYEE shall be entitled to a cash payment equal to 12 times his then current monthly salary (less any payments received
by or owing to the EMPLOYEE pursuant to Section 9.3 hereof).



 


ARTICLE
12 – INDEMNITY


 


		12.1	The
                                         CORPORATION shall indemnify and save harmless the EMPLOYEE from and against any personal
                                         liability which he incurs in the performance of his employment duties on behalf of the
                                         CORPORATION, with the exception of the following:



 


		(a)	any
                                         liability arising from the EMPLOYEE’s gross negligence or fraud or other acts of
                                         willful misfeasance; and



 


		(b)	any
                                         liability which the CORPORATION is prohibited from assuming by law.



 




     


     


    

 


ARTICLE
13- NOTICES


 


		13.1	All
notices required or allowed to be given under this Agreement shall be made either personally or by mailing same by prepaid registered
post, addressed as hereinafter set forth or to such other address as may be designated from time to time by such party in writing,
and any notice mailed as aforesaid shall be deemed to have been received by the addresses thereof on the fifth business day following
the day of mailing:



 


If
to the CORPORATION:


 


XORTX
Pharma Corp.





29
Aspen Park Meadows S.W. 

Calgary, Alberta T3H 5Z7


 


If
to the EMPLOYEE:


 


29
Aspen Park Meadows S.W. 

Calgary, Alberta T3H 5Z7


 


Any
party may, from time to time, change its address for service hereunder on written notice to the other party. Any notice may be
served by hand delivery or by mailing same by prepaid, registered post, in a properly addressed envelope, addressed to the party
to whom the notice is to be given at its address for service hereunder.


 


ARTICLE
14 - SEVERABILITY


 


		14.1	Each
                                         provision of this Agreement is declared to constitute a separate and distinct covenant
                                         and to be severable from all such other separate and distinct covenants. Without limiting
                                         and foregoing, each provision contained in Article 6 and Article 10 hereof, are declared
                                         to-constitute separate and distinct covenants in respect of each capacity and each activity
                                         specified in Articles 6 and 10, and to be severable from all other such separate and
                                         distinct covenants. If any of the capacities, activities or periods specified in Articles
                                         6 and 10, are considered by a court of as being unreasonable, the parties hereto agree
                                         that the said court will have authority to limit such capacities, activities, periods
                                         or areas to such capacities, activities, periods of areas as the court deems proper in
                                         the circumstances.



 


		14.2	If
                                         any covenant or provision herein is determined to be void or unenforceable in whole or
                                         in part, it will not be deemed to affect or impair the enforceability or validity of
                                         any other covenant or provision of the Agreement or any part thereof.



 


ARTICLE
15 - RELIEF


 


		15.l	The
parties to this Agreement recognise that a breach by the EMPLOYEE of any of the covenants herein contained would result in damages
to the CORPORATION and the CORPORATION could not adequately be compensated for such damages by monetary award. Accordingly, the
EMPLOYEE agrees that in the event of any such breach, in addition to all other remedies available to the CORPORATION at law or
in equity, the CORPORATION will be entitled as a matter of right to apply to a court of competent equitable jurisdiction of such
relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions
of this Agreement.



 




     


     


    



 


ARTICLE
16 - WAIVER


 


		16.1	The
                                         parties agree that all restrictions in this Agreement are necessary and fundamental to
                                         the protection of the CORPORATION and are reasonable and valid, and all defences to the
                                         strict enforcement thereof by the CORPORATION are hereby waived by the EMPLOYEE.



 


ARTICLE
17 - GENERAL


 


		17.1	The
                                         parties hereto agree that they have expressed herein their entire understanding and agreement
                                         concerning the subject matter of this Agreement and it is expressly agreed that no implied
                                         covenant, condition, term or reservation or prior representation or warranty shall be
                                         read into this Agreement relating to or the subject matter hereof or any matter or operation
                                         provided for herein.



 


		17.2	The
                                         provisions of this Agreement will enure to the benefit of and be binding upon the heirs,
                                         executors, administrators and legal personal representatives of the EMPLOYEE and the
                                         successors and assigns of the CORPORATION, respectively.



 


		17.3	Wherever
                                         the singular or masculine or neuter is used in this Agreement, the same shall be construed
                                         as meaning the plural or feminine or a body politic or corporate and vice versa where
                                         the context of the parties hereto so require.



 


		17.4	Time
                                         is of the essence hereof.



 


		17.5	This
                                         Agreement shall be construed and interpreted in accordance with the laws of the Province
                                         of Alberta and Canada and each of the parties hereto hereby irrevocably attorns to the
                                         jurisdiction of the Courts of such province.



 


IN
WITNESS WHEREOF the parties acknowledge and agree that they have read and understand the terms of this Agreement, and that they
have had an opportunity to seek independent legal advice prior to entering into this Agreement, and that they have executed this
Agreement with full force and effect from the date first written above.


 


	 	XORTX PHARMA CORP.
	 	 
	 	Per:	
	 	 	Bruce Rowlands, Director
	 	 	 
	 	 	 
	 	Per:	Alan Moore, Director


 


	 	 	 
	SIGNED, SEALED AND DELIVERED

    in the presence of	 	 
	 	 
	Witness	ALLEN DAVIDOFF




 




     


     


    

 


ARTICLE 16
-WAIVER


 


		16.1	The parties agree that all
restrictions in this Agreement are necessary and fundamental to the protection of the CORPORATION and are reasonable and valid,
and all defences to the strict enforcement thereof by the CORPORATION are hereby waived by the EMPLOYEE.



 


ARTICLE 17
- GENERAL


 


		17.1	The
                                         parties hereto agree that they have expressed herein their entire understanding and agreement
                                         concerning the subject matter of this Agreement and it is expressly agreed that no implied
                                         covenant, condition, term or reservation or prior representation or warranty shall be
                                         read into this Agreement relating to or the subject matter hereof or any matter or operation
                                         provided for herein.



 


		17.2	The
                                         provisions of this Agreement will enure to the benefit of and be binding upon the heirs,
                                         executors, administrators and legal personal representatives of the EMPLOYEE and the
                                         successors and assigns of the CORPORATION, respectively.



 


		17.3	Wherever
                                         the singular or masculine or neuter is used in this Agreement, the same shall be construed
                                         as meaning the plural or feminine or a body politic or corporate and vice versa where
                                         the context of the parties hereto so require.



 


		17.4	Time
                                         is of the essence hereof.



 


		17.5	This
                                         Agreement shall be construed and interpreted in accordance with the laws of the Province
                                         of Alberta and Canada and each of the parties hereto hereby irrevocably attorns to the
                                         jurisdiction of the Courts of such province.



 


IN
WITNESS WHEREOF the parties acknowledge and agree that they have read and understand the terms of this Agreement, and that they
have had an opportunity to seek independent legal advice prior to entering into this Agreement, and that they have executed this
Agreement with full force and effect from the date first written above.


 





	 	XORTX PHARMA CORP.
	 	 
	 	Per:	 
	 	 	Bruce Rowlands, Director
	 	 	 
	 	 	
	 	Per:	Alan Moore, Director


 


	 	 	 
	SIGNED, SEALED AND DELIVERED

    in the presence of	 	 
	 	 
	Witness	ALLEN DAVIDOFF