Exhibit 10.2


 


AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT 


BETWEEN


ELECTRONIC
CIGARETTES INTERNATIONAL GROUP, LTD.


And


Phil
Anderson


(Executive)


THIS
AMENDMENT (the “Amendment”) to the EMPLOYMENT AGREEMENT dated effective as of January 15, 2015 is
entered into as of September 21, 2015 by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation
(the “Company”), and Phil Anderson, an individual with a physical address at 60 West 23rd Street,
Apartment 601, New York, New York 10010 (the “Executive”) (collectively, the “Parties,” individually,
a “Party”).


W
I T N E S S E T H:


WHEREAS,
the Parties wish to amend certain sections of the Employment Agreement; and


WHEREAS,
the Company’s compensation committee of the board of directors (the “Board”) has determined that it is in
the best interests of the Company, its affiliates, and its stockholders to amend the Employment Agreement on the termsset
forth herein.


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the Parties, intending
to be legally bound, hereby agree as follows:


The
following sections of the Employment Agreement shall be amended and restated as follows:


Section
2.2 of Article Two is amended and restated as follows:


(b)
          Term. The Executive’s employment shall be for an initial
term of one (1) year (“Initial Term”), commencing on the Effective Date. The Executive’s employment shall be
automatically extended on the day after the first year anniversary of the Effective Date (“Automatic Extension”),
and on each anniversary date thereof, for an additional one (1) year period. Either party may elect termination by providing at
least sixty (60) days’ written notice prior to the Automatic Extension date.


______________________


Section
3(a) of Article Three is amended and restated as follows:


(a) 
           Base Salary. Executive shall receive an initial annual
base salary of Two Hundred and Fifty Thousand Dollars ($250,000.00), payable according to the Company’s normal payroll
policies and procedures (the “Base Salary”) and subject to all federal, state, and municipal withholding
requirements. The Base Salary shall be reviewed by the Board annually for adequacy and may be increased or decreased
accordingly. Base Salary, as so adjusted, shall constitute “Base Salary” thereafter.


______________________


Section
3(d) of Article Three is amended to delete clause (b).


______________________


 






    	 



    	 



    

 





Section
4.7(a) of Article Four is amended and restated as follows:


 


4.7          Obligations of the Company upon Termination.


 


(a) 
          Good Reason or Change of Control; Other Than for Cause. If,
during the Employment Term, the Company (or applicable affiliated company) shall terminate the Executive’s employment
hereunder other than for Cause or the Executive shall terminate the Executive’s employment either for (1) Good Reason
or, (2) any reason (if during the Change of Control Period):


(i)
the Company shall pay to the Executive in a lump sum (A) the sum of (1) Executive’s Base Salary, if any, which
has been earned but not paid through the Termination Date, (2) the product of (x) the Annual Bonus, if any, earned in the
preceding fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the
Termination Date and the denominator of which is 365, (3) the prior year’s Annual Bonus, to the extent earned but not
paid, (4) the amount of any unreimbursed business expenses incurred by the Executive on or prior to the Date of Termination,
and (5) any accrued vacation or other pay pursuant to the Corporation’s vacation policy, to the extent not previously
paid; and (B) an amount equal to 12 months of Executive’s Base Salary;


(ii)
all unvested stock options, stock appreciation rights, and restricted stock shall immediately expire;


(iii)
all vested stock options and stock appreciation rights shall remain exercisable for eighteen (18) months after the
termination date;


(iv)
all performance shares shall immediately expire; and


(v)
to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice
or arrangement or contract or agreement of the Company and its affiliated companies (such other amounts and benefits hereinafter
referred to as the “Other Benefits”).


Except
for the modifications set forth above, all other terms and conditions of the Employment Agreement remain in full force and
effect.


IN WITNESS
WHEREOF, the parties have set their hands and seals hereunto as of September 21, 2015.


	 	 
	ELECTRONIC CIGARETTES INTERNATIONAL	EXECUTIVE
	GROUP, LTD.	 
	 	 
	By:	 	 	By:		 
	Name: James P. Geiskopf	Name: Phil Anderson
	Title: Chairman, Compensation Committee