Exhibit 10.2
Execution Version
Second Amendment to Release Agreement
This Amendment (the “Second Amendment”), effective as of September 2, 2022, is entered into by and between Tyme Technologies, Inc., a Delaware corporation (the “Company”), and Michael Demurjian (the “Stockholder”).
WHEREAS, the Stockholder and the Company entered into a Release Agreement on March 15, 2019 (the “Original Release Agreement”);
WHEREAS the Stockholder and the Company amended the Original Release Agreement on April 18, 2022 (the “First Amendment” and, with the Original Release Agreement, the “Release Agreement”);
WHEREAS, in connection with the proposed merger between the Company and Syros Pharmaceuticals, Inc. (the “Merger”), the Stockholder and the Company intend to further amend certain terms of the Release Agreement, as set forth below; and
WHEREAS, in connection with the proposed Merger and in accordance with the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”), all unexercised options to purchase shares of Company common stock held by the Stockholder will be terminated effective as of the Merger.
NOW THEREFORE, in consideration of the mutual obligations in this Second Amendment and for other good consideration, the receipt and sufficiency of which are hereby acknowledged, the Stockholder and the Company hereby agree as follows:
1. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Release Agreement.
2. Section 2(i) of the Release Agreement shall be deleted in its entirety and hereby replaced with the following:
“(A) Continued payment of Base Salary, at a rate of $450,000 per annum (i.e., the rate in effect as of the date hereof) from the Separation Date until the last regular payroll date immediately prior to the closing of the Merger, paid in such installments and at the same times and in the same manner as his base salary was paid prior to the Separation Date; and (B) a payment of an amount equal to all then-remaining severance pay or severance benefits payable to you pursuant to the Release Agreement, to be paid in one lump sum within 15 days after the date of the closing of the Merger (assuming a Merger closing on September 15, 2022, such amount would be $681,048.39).
3. Section 2(iii) of the Release Agreement shall be deleted in its entirety and hereby replaced with the following: