Exhibit 10.2

 

CONFIDENTIAL

 

Emerald Healthcare Holdings, Inc.
 6200 S. Syracuse Way, Suite 200
 Greenwood Village, Colorado 80111

 

June 15, 2016

 

William A. Sanger
 c/o Emerald Healthcare Holdings, Inc.
 6200 S. Syracuse Way, Suite 200
 Greenwood Village, Colorado 80111

 

Dear Bill:

 

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”, and the mergers contemplated therein, the “Mergers”), between Emerald Healthcare Holdings, Inc. (the “Company”, “us” or “we”), Amethyst Corp. and New Amethyst Corp. (“New Amethyst”).  This letter agreement serves to evidence the mutual understanding and agreement of you and the Company on the terms and conditions of your continued service to the Company, both during (x) the period following the date hereof until the closing of the Mergers (the “Pre-Closing Period”) and (y) the period after the closing of the Mergers (the “Post-Closing Period”).

 

In consideration of our respective obligations under this letter agreement, you and the Company hereby agree as follows:

 

1.                                      Pre-Closing Period.  Your employment agreement with the Company, dated as of December 6, 2004, as amended (the “Employment Agreement”), is hereby amended to extend the term of your employment under the Employment Agreement through the end of the Pre-Closing Period (i.e., while you are employed during the Pre-Closing Period, you will be entitled to the same level of compensation and benefits that are currently provided to you as of the date hereof).  You hereby acknowledge and agree that, as a consequence of extending your Employment Agreement through the Pre-Closing Period, if your employment is terminated during the Pre-Closing Period for any reason, you will be subject to the restrictive covenants set forth in Sections 6(b) and (c) of the Employment Agreement (and such provisions are hereby incorporated into this letter agreement, as if set forth herein).

 

2.                                      Post-Closing Period.  During the Pre-Closing Period, you and the Company will enter into a new employment agreement (the rights and obligations of the Company under which will become rights and obligations of New Amethyst by reason of the consummation of the Mergers) providing for your employment as Executive Chairman of New Amethyst, on the terms and conditions described in Annex A hereto.  Entry into the new employment agreement will supersede and replace the Employment Agreement and this letter agreement.

 

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3.                                      None of the terms of this letter agreement (including Annex A hereto) may be waived, altered or amended except by an instrument in writing duly executed by you and the Company.  The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions thereof.  This letter agreement may be executed in one or more counterparts (including via facsimile or .pdf), each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.

 

Please evidence your understanding and agreement as to the foregoing matters by signing and delivering one copy of this letter agreement to Craig Wilson.

 

 

	
 
    	
 
    	
Very truly yours,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
EMERALD HEALTHCARE   HOLDINGS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Craig A. Wilson
    
	
 
    	
 
    	
Name: Craig A. Wilson
    
	
 
    	
 
    	
Title: Senior Vice   President, General Counsel and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted and agreed:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ William A. Sanger
    	
 
    	
 
    
	
William A. Sanger
    	
 
    	
 
    


 

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Annex A

 

Summary of Terms
 of New Employment Agreement

 

	
Executive
    	
 
    	
William A. Sanger (“Executive”)
    
	
 
    	
 
    	
 
    
	
Position; Duties
    	
 
    	
·                  Executive   Chairman of New Amethyst Corp. (“New Amethyst”)

 

·                  Executive’s   duties as Executive Chairman will be as set forth New Amethyst Corporate   Governance Guidelines
    
	
 
    	
 
    	
 
    
	
Effective Date
    	
 
    	
Effective upon the closing of the mergers (the   “Mergers”) contemplated by the Agreement and Plan of Merger, dated as of   June 15, 2016 (the “Merger Agreement”), between Emerald Healthcare   Holdings, Inc., Amethyst Corp. and New Amethyst
    
	
 
    	
 
    	
 
    
	
Term; Service after Expiration of the Term
    	
 
    	
·                  One   year following the closing of the Mergers

 

·                  Following   the term, (1) Executive will transition to non-Executive Chairman for an   additional two-year term, and his compensation in such capacity will be   pursuant to New Amethyst’s director compensation policy, as in effect at such   time, and (2) any unvested equity incentives granted prior to the   transition date will continue to vest during Executive’s period of New   Amethyst Board service.
    
	
 
    	
 
    	
 
    
	
Location
    	
 
    	
Denver
    
	
 
    	
 
    	
 
    
	
Base Salary as Executive Chairman
    	
 
    	
Same base salary as in effect immediately prior to   the Mergers
    
	
 
    	
 
    	
 
    
	
Annual Bonus as Executive Chairman
    	
 
    	
Same annual bonus opportunity as in effect   immediately prior to the Mergers, namely a target annual bonus of 200% of   annual base salary, under the same terms and conditions as the other   post-closing executive officers of New Amethyst
    
	
 
    	
 
    	
 
    
	
Equity Compensation as Executive Chairman
    	
 
    	
Same eligibility for grants of equity awards from   New Amethyst, under the same terms and conditions as the other post-closing   executive officers of New Amethyst
    
	
 
    	
 
    	
 
    
	
Benefits and Perquisites, etc. as Executive   Chairman
    	
 
    	
Same retirement and welfare benefits as offered to   the other post-closing executive officers of New Amethyst
    


 











 

	
Involuntary Termination of Employment
    	
 
    	
·                  If   Executive’s employment is terminated without cause or for good reason prior   to the end of his term as Executive Chairman, he will be entitled to   (1) continued payment of unpaid base salary until the end of the term   (i.e., until the first anniversary of the closing of the Mergers) and   (2) payment of a pro rata bonus based for the year of termination based   on actual performance.

 

·                  Equity   awards (other than the additional time-vesting equity award below) will be   treated as under the generally applicable documentation.

 

·                  In   order to receive the foregoing severance payments, Executive must executive,   deliver and not revoke a customary release of claims.
    
	
 
    	
 
    	
 
    
	
Additional Time-Vesting Equity Award
    	
 
    	
In addition, in consideration of Executive’s service   as Executive Chairman, Executive will receive a one-time award of $3 million   of time-vesting equity award of New Amethyst. The equity award will vest in   three equal annual installments over the period of Executive’s board service   (both as Executive Chairman and as non-executive Chairman), with accelerated   vesting upon an earlier termination by the Company without cause or by   Executive for good reason during the term, or by death or disability.
    
	
 
    	
 
    	
 
    
	
Restrictive Covenants
    	
 
    	
The restrictive covenants set forth in Sections   6(b) and (c) of the Employment Agreement will apply for 24 months   after termination of Executive’s employment by the Company without cause or   by Executive for good reason during the term, or if Executive resigns without   good reason during the term and the New Amethyst Board elects to impose the   restrictive covenants on Executive in exchange for a severance payment to him   of at least 24 months’ base salary, in monthly installments. Notwithstanding   the foregoing, references to Emerald Holdings Inc. or its subsidiaries or   their business, products, customers or employees in these provisions of the   Employment Agreement will instead refer to New Amethyst, its subsidiaries and   their combined business, products, customers and employees.
    
	
 
    	
 
    	
 
    
	
Miscellaneous
    	
 
    	
The arrangements described above are subject to   definitive documentation in an employment agreement consistent with the terms   described above.