Exhibit 10.2
Aldeyra Therapeutics, Inc.
Amended and Restated Change in Control Plan
The Aldeyra Therapeutics, Inc. Amended and Restated Change in Control Plan, as amended and restated from time to time (the “Plan”) is established effective March 28, 2017 (the “Effective Date”). The purpose of the Plan is to provide for the accelerated vesting for outstanding (i) unvested equity awards and/or (ii) unvested performance based cash unit awards issued under the Aldeyra Therapeutics, Inc. Management Cash Incentive Plan (the “Management Plan”) held by eligible employees of Aldeyra Therapeutics, Inc. and its Affiliates (the “Company”) if such employees are subject to a qualifying employment termination in connection with a Change in Control. This Plan shall supersede (i) any generally applicable severance or change in control plan, policy or practice, whether written or unwritten, and (ii) any individually negotiated and signed employment contract or agreement solely with respect to the vesting of (a) equity awards and/or (b) performance based cash unit awards issued under the Management Plan in connection with a Change in Control with respect to each employee who becomes a Participant in the Plan. In addition, the Plan does not modify any post-employment covenants of a Participant pursuant to Company policies or agreements between the Participant and the Company.
For purposes of the Plan, the following terms are defined as follows:
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A termination shall not be a Good Reason unless (x) the Participant gives the Company written notice of such condition within 90 days after such condition first comes into existence, (y) the Company fails to remedy such
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condition within 30 days after receiving the Participant’s written notice, and (z) the Participant has a Separation within 30 days of the expiration of the cure period described in clause (y) provided that the Company has not cured the Good Reason event or condition.
A termination shall not be a Good Reason unless (x) the Participant gives the Company written notice of such condition within 90 days after such condition first comes into existence, (y) the Company fails to remedy such condition within 30 days after receiving the Participant’s written notice, and (z) the Participant has a Separation within 30 days of the expiration of the cure period described in clause (y) provided that the Company has not cured the Good Reason event or condition.
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The Plan shall not be deemed (a) to give any employee or other person any right to be retained in the employ of the Company, or (b) to interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, and with or without advance notice, which right is hereby reserved.
This Plan shall be governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts (without regard to principles of conflict of laws).
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To record the amendment and restatement of the Plan as set forth herein, Aldeyra Therapeutics, Inc. has caused its duly authorized officer to execute the same as of the 4th day of August, 2021.
Aldeyra Therapeutics, INC.
By: /s/ Joshua Reed
Name: Joshua Reed
Title: Chief Financial Officer
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