Exhibit 10.2





Exhibit 10.2




FIRST AMENDMENT TO THE 

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This First Amendment to the Second Amended and Restated Employment Agreement (the
“Amendment”) is entered into this 1st day of December, 2011 (the “Effective Date”), by and between
David R. Crockford (the “Executive”) and RegeneRx Biopharmaceuticals, Inc, a Delaware
corporation (the “Company”).



The Company and the Executive have entered into that certain Second Amended and Restated
Employment Agreement dated as of March 31, 2009 (the “Employment Agreement”); and



The Company and the Executive desire to amend the Employment Agreement as provided in this
Amendment.



Accordingly, in consideration of the mutual promises and covenants contained herein, the
parties agree to the following:



1. Amendment to Section 6.1. Section 6.1 of the Employment Agreement is hereby
amended and replaced in its entirety as follows:




Commencing on December 1, 2011, Executive’s base salary shall be at a rate of $2800 per
month. Commencing on the Company’s first regular payroll date following the consummation of
an Initial Financing (as defined below), Executive’s base salary will be increased to 70% of
Executive’s base salary in effect as of November 30, 2011. Commencing on the Company’s
first regular payroll date following the consummation of a Qualified Financing (as defined
below), Executive’s base salary will be increase to 100% of Executive’s base salary in
effect as of November 30, 2011. These payments collectively will be referred to herein as
the “Base Salary.” The Base Salary will be subject to review and adjustment from time to
time by the Company in its sole discretion and will be payable subject to standard federal
and state payroll withholding requirements in accordance with Company’s standard payroll
practices. For purposes of this Agreement, “Initial Financing” means the Company’s receipt,
in one or more equity financings and/or strategic transactions between December 1, 2011 and
December 31, 2011, of aggregate gross proceeds of at least $500,000. For purposes of this
Agreement, “Qualified Financing” means the Company’s receipt, in one or more equity
financings and/or strategic transactions subsequent to December 1, 2011, of aggregate
capital that the Board determines is sufficient to conduct a Phase 2b or Phase 3 clinical
trial of RGN-259.


 


 









 





2. Amendment to Section 7.1. Section 7.1 of the Agreement shall be revised to add the
provisions set forth below to the end of the Section:




On December 2, 2011, Executive shall receive an option to purchase that number of shares of
common stock equal to the quotient obtained by dividing: (A) the difference between the
employee’s gross monthly base salary in effect as of November 30, 2011 and $2800, by (B) the
closing trading price of the Company’s common stock on December 2, 2011. The exercise price of the stock option shall be equal to the closing trading price of
the Company’s common stock on December 2, 2011. The option, which shall be an incentive
stock option for purposes of section 422 of the Code to the maximum extent permitted, and
otherwise shall be treated as a non-qualified stock option, shall vest in full on December
31, 2011, provided that Executive has not incurred a Termination of Service (as defined in
the Plan) before December 31, 2011. The specific terms and conditions of the option shall
be as set forth in the Plan and the standard form of stock option agreement, which the
Executive hereby agrees to execute.



3. Amendment to Section 12.1(a). Section 12.1(a) of the Employment Agreement is
hereby amended and replaced in its entirety as follows: “[INTENTIONALLY DELETED].”



4. Amendment to Section 12.2(a). Commencing on the Effective Date of this Amendment
and continuing until the consummation of a Qualified Financing, the definition of “Severance
Period” in Section 12.2(a) of the Employment Agreement shall be defined as follows: “Severance
Period” shall be two (2) weeks.” Upon consummation of a Qualified Financing, the original
definition of Severance Period in Section 12.2(a) of the Employment Agreement shall be restored
such that “Severance Period” shall be twelve (12) months.



5. Amendment to Section 12.2. A new Section 12.2(d) shall be added to the Employment
Agreement immediately after Section 12.2(c) as follows:




(d) Anything in this Agreement to the contrary notwithstanding, in the event the Company’s
business is discontinued because it is rendered impracticable by substantial financial
losses, lack of funding, legal decisions, administrative rulings, declaration of war,
dissolution, national or local economic depression or crisis or any reasons beyond the
control of the Company, then this Agreement shall terminate as of the day the Company
determines to cease operation with the same force and effect as if such day of the month
were originally set as the termination date hereof. In the event this Agreement is
terminated pursuant to this Section 12.2(d), Executive will not receive severance payments,
or any other severance compensation or benefit, except that the Company shall pay to
Executive any Accrued Compensation.



6. Amendment to Section 14. Section 14 of the Agreement shall be revised to add the
provisions set forth below to the end of the Section:




It is intended that each installment of payments provided for in this Agreement is a
separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). For
clarity, it is intended that severance payments and other payments set forth in this
Agreement satisfy, to the greatest extent possible, the exceptions from the application of
Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), and
1.409A-1(b)(9).




Notwithstanding the foregoing, to the extent that the Company determines that any of the
payments or benefits provided under this Agreement constitutes “deferred compensation”
within the meaning of Section 409A that may only be paid on a qualifying transaction (that
is, the payments and benefits are not otherwise “exempt” under Section 409A), the definition of Change of Control in this Agreement will apply only to the extent the
transaction also meets the definition used for purposes of Treasury Regulation Section
1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5).


 


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7. No Other Amendments. Except as herein modified or amended, no other term or
provision of the Employment Agreement is amended or modified in any respect. The Employment
Agreement, and this Amendment, set forth the entire understanding between the parties with regard
to the subject matter hereof and supersedes any prior oral discussions or written communications
and agreements. This Amendment cannot be modified or amended except in writing signed by the
Executive and an authorized officer of the Company.



In Witness Whereof, the parties have executed this First Amendment to the
Second Amended and Restated Employment Agreement on the day and year first written above



	 	 	 
	 

	 	EXECUTIVE:
	 
	 	 
	 
	 	 
	 

	 	/s/ David Crockford
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	COMPANY:
	 
	 	 
	 

	 	/s/ J.J. Finkelstein
	 

	 	 
	 

	 	RegeneRx Biopharmaceuticals, Inc.
	 

	 	By: J.J. Finkelstein
	 

	 	Title: President and CEO







 


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