EXHIBIT 10.2


 


HARVARD BIOSCIENCE, INC. 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


WHEREAS, Harvard Bioscience, Inc. (“Company”),
entered into an Employment Agreement with Robert E. Gagnon (“Executive”) on October 2, 2013, as amended by that
certain Amendment to Employment Agreement dated as of July 30, 2014 (as amended, the “Agreement”); and


 


WHEREAS, the parties desire to amend such Agreement to modify
certain provisions thereunder; and


 


NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree to the following, effective immediately:


 


1.                 
Section 3. Section 3(b) of the Agreement is hereby amended by deleting the reference to “fifty percent (50%)”
and replacing it with “one hundred percent (100%).”


 


2.                 
Section 9.


 


		a.	Section 9(a)(i) of the Agreement is hereby amended by deleting the reference to “twelve (12) months” and replacing
it with “eighteen (18) months.”



 


		b.	Section 9(a)(iii) of the Agreement is hereby amended by deleting the reference to “one (1) year” and replacing
it with “eighteen (18) months.”



 


		c.	A new clause (c) is hereby added to Section 9 immediately after Section 9(b) and shall read as follows:



 


“             (c) Section 280G.


 


(i) Notwithstanding any other provision of this Agreement
or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the
Company or its affiliates to the Executive or for the Executive's benefit pursuant to the terms of this Agreement or otherwise
("Covered Payments") constitute parachute payments ("Parachute Payments") within the meaning
of Section 280G of the Code and would, but for this Paragraph 9(c) be subject to the excise tax imposed under Section 4999 of the
Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect
to such taxes (collectively, the "Excise Tax"), then prior to making the Covered Payments, a calculation shall
be made comparing (I) the Net Benefit (as defined below) to the Executive of the Covered Payments after payment of the Excise Tax
to (II) the Net Benefit to the Executive of the Covered Payments if the Covered Payments are limited to the extent necessary to
avoid being subject to the Excise Tax. In the event that the amount calculated under (I) above is less than the amount under (II)
above, then the Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments
is subject to the Excise Tax. "Net Benefit" shall mean the present value of the Covered Payments net of all federal,
state, local, foreign income, employment and excise taxes.


 






     


     

    

(ii) Any such reduction shall be made in accordance with
Section 409A of the Code and the following:


 


(I) the Covered Payments which do not constitute nonqualified
deferred compensation subject to Section 409A of the Code shall be reduced first; and


 


(II) all other Covered Payments shall then be reduced as
follows: (A) cash payments shall be reduced before non-cash payments; and (B) payments to be made on a later payment date shall
be reduced before payments to be made on an earlier payment date.


 


(iii) Unless the Company and Executive otherwise agree
in writing, any determination required under this Paragraph 9(c) shall be made in writing in good faith by the accounting firm
that was the Company’s independent auditor immediately before a Change in Control (such firm or other party mutually agreed
in writing by the Company and Executive, the “Accountants”), which shall provide detailed supporting calculations to
the Company and the Executive as requested by the Company or the Executive. For purposes of making the calculations and determinations
required by this Paragraph 9(c), the Accountants may rely on reasonable, good faith assumptions and approximations concerning the
application of Section 280G and Section 4999 of the Code. The Accountants' determinations shall be final and binding on the Company
and the Executive. The Company shall be responsible for all fees and expenses incurred by the Accountants in connection with the
calculations required by this Paragraph 9(c).”


 


3.                 
 Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and
agree to perform this agreement to the same extent that the Company would be required to perform it if no succession had taken
place. 


 


4.                 
 Counterparts. This agreement may be executed in several counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.


 


[signatures on following page]


 


 


 






     


     

    

IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of this 26th day of May, 2016.


 


 





	HARVARD BIOSCIENCE, INC.	 	 
	 	 	 
	By: 	/s/ Jeffrey A Duchemin	 	 
	Name: 	Jeffrey A. Duchemin	 	 
	Title:	Chief Executive Officer	 	 
	 	 	 
	 	 	 
	EXECUTIVE	 	 
	 	 	 
	/s/ Robert E. Gagnon	 	 
	Robert E. Gagnon, individually	 	 


 





 


 


 


 


 


 


 





Second Amendment to Employment Agreement – Robert E. Gagnon