Exhibit 10.2
Employment Agreement Acknowledgement
This Acknowledgment to the Employment Agreement by and between Opiant Pharmaceuticals, Inc. (the “Company”) and Roger Crystal (the “Employee”) (collectively, the “Parties”) dated October 19, 2009 (the “Employment Agreement”), and amended on December 31, 2012 (the “First Amendment”), December 31, 2013 (the “Second Amendment”) and January 1, 2016 (the “Third Amendment”) (collectively, the “Amendments”), is entered into by and between the Company and Employee effective March 31, 2017 (the “Effective Date”).
The Parties hereby mutually acknowledge and agree, in consideration of the Company’s intention to enter into a new employment agreement with Employee, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, that fifty-five percent (55%) of Employee’s stock options, as listed onExhibit A attached hereto (the “Options”), shall be forfeited by the Employee to the Company as of the Effective Date. Employee hereby acknowledges and agrees that, upon the forfeiture of these Options, he shall forfeit all right, title and interest in and to such Options, as well as all right, title and interest in and to the shares of common stock underlying such Options.
Additionally, the Parties hereby mutually acknowledge and agree that thirty-five percent (35%) of Employee’s Owed Amounts, as that term is defined in the Third Amendment thereto and as set forth onExhibit B, shall be forfeited by the Employee to the Company in the manner specified inExhibit B. Employee hereby acknowledges and agrees that, upon the forfeiture of the Owed Amounts, he shall forfeit all right, title and interest in and to such Owed Amounts (collectively with the forfeited stock options, the “Forfeited Amounts”).
Employee waives and relinquishes any claim or right to the Forfeited Amounts. The delivery of this Employment Agreement Acknowledgement is irrevocable and, once delivered to the Company, may not be withdrawn under any circumstances. Furthermore, this Employment Agreement Acknowledgement shall inure to the benefit of the Company and its successors and assigns.
This Employment Agreement Acknowledgement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended and any regulations and Treasury guidance promulgated thereunder ("Section 409A"). The Company shall undertake to administer, interpret, and construe this Employment Agreement Acknowledgement in a manner that does not result in the imposition on the Employee of any additional tax, penalty, or interest under Section 409A.
Nothing herein shall be construed as having modified the time and form of payment of any amounts or payments of “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12)) that were otherwise payable pursuant to the terms of the Employment Agreement and Amendments thereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties have executed this Employment Agreement Acknowledgement effective as of this 31st day of March, 2017.
OPIANT PHARMACEUTICALS, INC.
By:/s/ Dr. Michael Sinclair
Title: Executive Chairman
Date: March 31, 2017
ROGER CRYSTAL
By:/s/ Dr. Roger Crystal
Title: Chief Executive Officer
Date: March 31, 2017
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Exhibit A
Options
| Date of Grant | Forfeited Options | Exercise Price |
| 12/31/12 | 85,000 | $15.00 |
| 12/31/12 | 40,000 | $15.00 |
| 8/1/13 | 50,000 | $20.00 |
| 8/1/13 | 50,000 | $15.00 |
| 12/31/12 | 25,000 | $12.00 |
| 5/1/13 | 25,000 | $10.00 |
| 8/1/13 | 25,000 | $10.00 |
| 11/1/13 | 25,000 | $10.00 |
| 12/31/13 | 100,000 | $10.00 |
| 5/1/13 | 50,000 | $8.00 |
| 11/1/13 | 50,000 | $8.00 |
| 12/31/13 | 100,000 | $8.00 |
| 6/15/14 | 200,000 | $8.00 |
Exhibit B
Schedule of Owed Amounts
| Total Owed Amount (see table below for details) | Forfeited Percentage | Total Forfeited Amount (see table below for details) |
| $1,675,225.63 | 35% | $586,328.97 |
| Details of Owed and Forfeited Amounts | ||
| Owed Amount | Payment Date | Forfeited Amount |
| $1,531,475.63 | On or about March 31, 2017 | $442,578.97 |
| $71,875 | September 30, 2017 | $71,875 |
| $71,875 | March 31, 2018 | $71,875 |