Exhibit 10.2


 


 


 


March 31, 2014


 


James M. Weaver


 


 


Dear Jim:


 


Interleukin Genetics,
Inc. (the “Company”) is pleased to invite you to serve as the Chairman of the Company’s board of directors (the
“Board”). If you accept this invitation, your membership on the Board will commence upon your formal election to the
Board, which the Company expects to occur as soon as practicable following your acceptance. The following is some information on
the terms of your service as Chairman of the Board.


 


In consideration for
your service as Chairman of the Board, you will receive an annual retainer of $50,000 payable in arrears in quarterly installments
of $12,500 on the last day of each calendar quarter and prorated for any partial quarter. You will also be granted a non-qualified
stock option to acquire 125,000 shares of the Company’s common stock, at an exercise price equal to the closing price of
the common stock on the date of your formal election to the Board. The option will vest as to 1/3 of the shares on the first anniversary
of the date of grant and as to 1/24 of the remaining shares at the end of each month beginning on April 30, 2015. Additionally
in accordance with the Company’s Director Compensation Policy you will be entitled to receive the following:


 


		·	for service as the chair of a committee, an annual retainer of $7,500;



		·	for service as a non-chair member of a committee, an annual retainer
of $5,000; and



		·	for each Board or committee meeting attended in person, by teleconference
or by video, $1,500.



 


The Company will reimburse
reasonable travel and other business expenses in connection with your duties as a Board member in accordance with the Company's
generally applicable policies.


 


As a member of the
Board, you agree to hold in confidence and trust and to act in a fiduciary manner with respect to all confidential information
provided to you by the Company or other members of the Board. You acknowledge that the Company and the Board reserves the right
to withhold any information and to exclude you from any portion of a Board meeting if such information or attendance could reasonably
be expect to result in a conflict of interest with your duties to a third party or adversely affect the attorney-client privilege
between the Company and its counsel.


 





Nothing in this invitation
or any stock option agreement should be construed to interfere with or otherwise restrict in any way the rights of the Company's
stockholders to remove any individual from the Board at any time in accordance with the provisions of applicable law.


 






    	 



    	 



    

  


We hope that you find
the foregoing terms acceptable. You may indicate your agreement with these terms and accept this invitation by signing and dating
this letter and returning it to me.


 


If you have any questions, please call me
at 781-398-0705.


 





	 	Very truly yours,
	 	 
	 	Interleukin genetics, Inc.
	 	 
	 	 	 
	 	By:	/s/ Kenneth S. Kornman
	 	Name:	Kenneth S. Kornman
	 	Title: 	President and CEO







 


 





I have read and accept this invitation:


 





	/s/ James M. Weaver	 
	James M. Weaver	 







 


 


Dated: March 31, 2014