EXHIBT 10.2

  

  

  

  

  



  AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

  

  

  

  

  This AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT  (“Amendment No. 2”) is entered into as of May 21, 2020 among Cadiz
    Inc., a Delaware corporation (the “Company”) and Timothy J. Shaheen (“Shaheen”).  The
    parties to this Amendment No. 2 are hereinafter sometimes referred to collectively as the "Parties".

  

  

  

  

  RECITALS:

  

  

  WHEREAS, the Parties have entered into an Amended and Restated Employment Agreement as of June 13, 2014 (the "Agreement"), as amended
    by Amendment No. 1 dated as of March 10, 2020 (“Amendment No. 1) ; and

  

  

  WHEREAS, prior to the date hereof Shaheen has served as the Chief Financial Officer and Secretary of the Company; and

  

  

  WHEREAS, the Company and Shaheen wish to modify the duties and responsibilities of Shaheen as an employee of the Company with such
    modification to take effect as of the effective date of this Amendment No. 2;

  

  

  NOW THEREFORE, in consideration of the above recitals, the promises and the mutual representations, warranties, covenants and
    agreements herein contained, the Parties hereby agree as follows.  Defined terms used herein shall, if not otherwise defined in this Amendment No. 2, have the same meaning as set forth in the Agreement.

  

  

  1. Duties.  Section 2 of the Agreement is hereby amended to read in its entirety as follows:

  

  

  “2. DUTIES.  In the course of his employment hereunder, Shaheen shall direct the Company’s agricultural operations, and in doing so shall utilize his experience in agricultural development in
    assisting the Company and its wholly owned subsidiary, Cadiz Real Estate LLC in the development and implementation of the Company’s agricultural operations including wellfield and crop development plans that are complementary to the Company’s water
    project implementation.  Shaheen shall operate at all times under the direction of the Chairman and Chief Executive Officer of the Company (the “Executive Officers”).  Shaheen's base of operations shall be at the corporate headquarters office of the
    Company in Los Angeles, California, unless changed by mutual agreement.  However, Shaheen shall also render services at such other sites as necessary from time to time to properly perform his duties.”

  

  

  2. Resignations.The
      execution by Shaheen of this Amendment No. 2 shall evidence his resignation, effective concurrently with the appointment of his successor thereto, from all executive positions (e.g. officer, director or manager) held prior to the date hereof with the
      Company or any of its subsidiaries or affiliates, including, without limitation, all positions listed on Appendix A hereto.

  
    
      


  

  3. Existing Agreement.  Except as otherwise amended or modified herein or hereby, the
      provisions of the Agreement and Amendment No. 1 thereto shall remain in full force and effect.

  

  

  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their
    proper and duly authorized officers as of the day and year first above written.

   

  

  
    	
             

          	CADIZ INC.

          
	
             

          	
             

          	
             

          
	
             

          	
            By: 

            

          	
            /s/ Keith Brackpool 

            

          
	
             

          	
             

          	
            Keith Brackpool, Chairman of the Board 

          
	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          
	
             

          	
            SHAHEEN 

            

          
	 	 
	
             

          	
            By: 

            

          	
            /s/ Timothy J. Shaheen 

            

          
	 	 	Timothy J. Shaheen 

          


  

  

  
    
      


  

   

  

  APPENDIX A

  

  

  RESIGNATIONS

  

  

  

  

  

  

  

  

  1. Cadiz Inc.

  

  

  Chief Financial Officer

  Secretary

  

  

  2. Cadiz Real Estate

  

  

  Manager

  Chairman

  Chief Executive Officer

  

  

  3. Octagon Partners LLC

  

  

  Manager

  Vice-President

  

  

  4. Rancho Cadiz Mutual Water Company

  

  

  Director

  Chief Financial Officer

  Secretary

  

  

  5. SWI Estate, Inc.

  

  

  President and Chief Executive Officer

  Chief Financial Officer

  Secretary

  

  

  6. Fenner Valley Mutual Water Company

  

  

  Director

  Chief Financial Officer

  Secretary