Exhibit 10.15





 


TENON MEDICAL, INC.


 


EMPLOYMENT AGREEMENT


 


This Agreement is entered
into as of June 1, 2021 (the “Effective Date”) by and between Tenon Medical, Inc. (the “Company”),
and Steven M. Foster (“Executive”).


 


RECITALS


 


WHEREAS, Executive has
executed the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement on or before the Effective
Date in favor of the Company (the “Confidential Information Agreement”); and


 


WHEREAS, Executive and
Company wish to enter into this Agreement to memorialize the other terms of Executive’s employment with the Company as of
the Effective Date.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual
promises made herein, the Company and Executive hereby agree as follows:





  







1.             Duties
and Scope of Employment.


 


(a)       Positions
and Duties. Executive will serve as the President and Chief Executive Officer of the Company. Executive will render such business
and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will
reasonably be assigned to him by the Board. The period of Executive’s employment under this Agreement is referred to herein
as the “Employment Term.”


 


(b)       Obligations.
During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full
business efforts and time to the Company during normal business hours. For the duration of the Employment Term, Executive agrees
not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration, other
than those which he is currently engaged, without the prior approval of the Board.


 


2.             At-Will
Employment. The parties agree that Executive’s employment with the Company will be “at-will” employment and
may be terminated at any time with or without cause or notice. Executive understands and agrees that neither his job performance
nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification,
amendment, or extension, by implication or otherwise, of his employment with the Company. However, as described in this Agreement,
Executive may be entitled to severance benefits depending on the circumstances of Executive’s termination of employment with
the Company.


 




    	 	 	 



     


    




 


3.             Compensation.


 


(a)       Base
Salary. During the Employment Term, the Company will pay Executive an initial annual salary of $300,000 as compensation for
his services (the “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s
normal payroll practices and be subject to the usual, required withholding. Executive’s salary will be subject to review
and adjustments will be made based upon the Company’s normal performance review practices.


 


(b)       Bonus
Opportunity. In addition, Executive shall be eligible to receive an annual cash bonus up to $120,000 upon completion of mutually
agreed upon milestones to be determined by the Board and Executive following the Effective Date (the “Bonus Opportunity”).
Any such bonus will be payable as soon as practicable after it is earned, but in no event later than March 15 of the year following
the calendar year in which such bonus is earned.


 


(c)       Option.
The grant of an option to purchase 225,000 shares of the Company’s Common Stock granted on May 1, 2021 (the “Option”)
will continue to vest pursuant to its terms. Upon the close of an initial public offering or just prior to a change of control
(only if change of control occurs prior to an IPO) the Company will provide an additional one-time option grant to maintain Executive’s
ownership position at 4% of the fully diluted outstanding equity.


 


4.             Employee
Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and
hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves the
right to cancel or change the benefit plans and programs it offers to its employees at any time. The Company will reimburse Executive
for health benefit premiums until such time as the Company adopts its own benefits programs.


 


5.             Vacation.
Executive will be entitled to paid vacation in accordance with the Company’s vacation policy, with the timing and duration
of specific vacations mutually and reasonably agreed to by Executive and the Board. Executive will also participate in paid company
holidays in accordance with the Company’s approved holiday schedule.


 


6.             Expenses.
The Company will reimburse Executive for reasonable travel, entertainment, customary home office, cell phone or other expenses
incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance
with the Company’s expense reimbursement policy as in effect from time to time.


 




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7.             Severance.


 


(a)       Termination
for other than Cause, Death or Disability or Resignation for Good Reason. If (i) the Company terminates Executive’s employment
with the Company other than for Cause, death or disability, or (ii) Executive resigns from his employment with the Company
for Good Reason, then, subject to Section 9, Executive will be entitled to (A) receive continuing payments of severance pay
at a rate equal to his Base Salary rate, as then in effect (or, in the event of Resignation for Good Reason pursuant to the event
described in Section 10(d)(ii) hereof, a rate equal to his Base Salary rate, as in effect immediately prior to such event), for
twelve (12) months from the date of such termination in accordance with the Company’s normal payroll policies; and (B) if
Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)
for Executive and Executive’s eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse
Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination)
until the earlier of (1) a period of twelve (12) months from the last date of employment of the Executive with the Company, or
(2) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans. COBRA reimbursements
will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. However, if the
Company determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law
(including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive
a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue his
or her group health coverage in effect on the date of his or her termination of employment (which amount will be after taxes and
based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects
COBRA continuation coverage. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines
in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable
law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or
any further reimbursements for COBRA premiums.


 


(b)       Termination
for Cause, Death or Disability; Resignation without Good Reason. If Executive’s employment with the Company terminates
voluntarily by Executive (except upon resignation for Good Reason), for Cause by the Company or due to Executive’s death
or disability, then (i) all vesting will terminate immediately with respect to Executive’s outstanding equity awards, (ii)
all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned),
and (iii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies, if
any, as then in effect.


 


8.             Change
in Control Benefits. Upon the closing of a Change in Control, subject to Executive’s continued employment through such
date, Executive shall receive (i) accelerated vesting of the Option as to 100% of the then unvested and outstanding portion of
the Option, and (ii) a lump sum cash payment of one year of Base Salary and Bonus Opportunity then in effect, subject to applicable
withholdings and payable within ten (10) business days following the closing of such Change in Control.


 


9.             Conditions
to Receipt of Severance; No Duty to Mitigate.


 


(a)       Separation
Agreement and Release of Claims. The receipt of any severance pursuant to Section 7 will be subject to Executive signing and
not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company and provided that such
separation agreement and release of claims becomes effective and irrevocable no later than sixty (60) days following the termination
date (such deadline, the “Release Deadline”). If the release of claims does not become effective by the Release
Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. In no event will severance payments
or benefits be paid or provided until the release of claims becomes effective and irrevocable. Except as required by Section 9(c),
any installment payments that would have been made to Executive during the sixty (60) day period immediately following his separation
from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation
from service and the remaining payments will be made as provided in the Agreement.


 




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(b)           Non-Solicitation.
The receipt of any severance benefits pursuant to payable hereunder will be subject to Executive not violating the provisions of
Section 12. In the event Executive breaches the provisions of Section 12, all continuing payments and benefits to which Executive
may otherwise be entitled hereunder will immediately cease.


 


(c)           Section
409A.


 


(i)       Notwithstanding
anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant
to this Agreement, when considered together with any other severance payments or separation benefits that are considered deferred
compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will be paid or
otherwise provided until Executive has a “separation from service” within the meaning of Section 409A.


 


(ii)       Notwithstanding
anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A
at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits that
are payable within the first six (6) months following Executive’s separation from service, will become payable on the first
payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation
from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment
schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s
separation from service, but prior to the six (6) month anniversary
of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon
as administratively practicable after the date of Executive’s death and all other Deferred Compensation Separation Benefits
will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable
under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.


 


(iii)       Any
amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause
(i) above.


 


(iv)       Any
amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant
to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will
not constitute Deferred Compensation Separation Benefits for purposes of clause (i) above.


 


(v)       The
foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits
to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted
to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take
such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition
prior to actual payment to Executive under Section 409A.


 




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(d)           Confidential
Information Agreement. Executive’s receipt of any payments or benefits under Section 7 will be subject to Executive continuing
to comply with the terms of Confidential Information Agreement (as defined above).


 


(e)           No
Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor
will any earnings that Executive may receive from any other source reduce any such payment.


 


10.           Definitions.


 


(a)           Benefit
Plans. For purposes of this Agreement, “Benefit Plans” means plans, policies or arrangements that the Company
sponsors (or participates in) and that immediately prior to Executive’s termination of employment provide Executive and/or
Executive’s eligible dependents with medical, dental, and/or vision benefits. Benefit Plans do not include any other type
of benefit (including, but not by way of limitation, disability, life insurance or retirement benefits). A requirement that the
Company provide Executive and Executive’s eligible dependents with coverage under the Benefit Plans will not be satisfied
unless the coverage is no less favorable than that provided to senior executives of the Company at any applicable time during the
period Executive is entitled to receive severance pursuant to Section 7(a). The Company may, at its option, satisfy any requirement
that the Company provide coverage under any Benefit Plan by (i) reimbursing Executive’s premiums under Title X
of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) after Executive has properly elected
continuation coverage under COBRA (in which case Executive will be solely responsible for electing such coverage for his eligible
dependents), or (ii) providing coverage under a separate plan or plans providing coverage that is no less favorable or by
paying Executive a lump-sum payment which is, on an after-tax basis, sufficient to provide Executive and Executive’s eligible
dependents with equivalent coverage under a third party plan that is reasonably available to Executive and Executive’s eligible
dependents.


 


(b)           Cause.
For purposes of this Agreement, “Cause” is defined as (i) an act of dishonesty made by Executive in connection
with Executive’s responsibilities as an employee, (ii) Executive’s conviction of, or plea of nolo contendere
to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, (iii) Executive’s gross misconduct,
(iv) Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any
other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company;
(v) Executive’s willful breach of any obligations under any written agreement or covenant with the Company; or (vi)
Executive’s continued failure to perform his employment duties after Executive has received a written demand of performance
from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially
performed his duties and has failed to cure such non-performance to the Company’s satisfaction within 30 business days after
receiving such notice.


 


(c)           Change
in Control. For purposes of this Agreement, “Change in Control” of the Company is defined as:


 


(i)       Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together
with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that
any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the
Board will not be considered a Change in Control; or


 




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(ii)       Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), a change in the effective control of the Company which
occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment
or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes
of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control
of the Company by the same Person will not be considered a Change in Control; or


 


(iii)       Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior
to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such
assets.


 


For purposes of this Section
10(c), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal
Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s
incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions
by the persons who held the Company’s securities immediately before such transaction.


 


(d)           Code.
For purposes of this Agreement, “Code” means the Internal Revenue Code of 1986, as amended.


 


(e)           Fully-Diluted
Capitalization. For purposes of this Agreement, “Fully-Diluted Capitalization” means the total number of
shares of outstanding Company common stock or Company common stock issuable upon the conversion of any shares of outstanding Company
preferred stock, or any shares of Company common stock issuable upon the exercise of any outstanding stock options or conversion
of shares of Company preferred stock subject to any outstanding stock purchase warrants, but does not mean shares reserved but
unissued under the Company’s equity incentive plans.


 




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(f)           Good
Reason. For purposes of this Agreement, “Good Reason” means Executive’s resignation within thirty
(30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the
following, without Executive’s consent: (i) the material reduction of Executive’s authority, duties or responsibilities;
(ii) a material reduction of Executive’s base compensation; or (iii) the relocation of Executive to a facility or a location
of fifty (50) miles or more from Executive’s then current office location. Executive’s resignation will not be deemed
to be for Good Reason unless Executive has first provided the Company with written notice of the acts or omissions constituting
the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason”
and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice, and such condition
has not been cured during such period.


 


(g)           Section
409A. For purposes of this Agreement, “Section 409A” means Section 409A of the Code and any final regulations
and guidance thereunder and any applicable state law equivalent, as each may be amended or promulgated from time to time.


 


(h)           Section
409A Limit. For purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times:
(i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable
year preceding the Company’s taxable year of Executive’s termination of employment as determined under Treasury Regulation
1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount
that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s
employment is terminated.


 


11.           Confidential
Information. Executive shall continue to be bound by the Confidential Information Agreement during the term of his employment
hereunder.


 


12.           Non-Solicitation.
Until the date one (1) year after the termination of Executive’s employment with the Company for any reason, Executive agrees
not, either directly or indirectly, to solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the
Company (or any parent or subsidiary of the Company) or cause an employee to leave his employment either for Executive or for any
other entity or person. Executive represents that he (i) is familiar with the foregoing covenant not to solicit, and (ii) is fully
aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic
coverage of these covenants.


 


13.           Assignment.
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive
upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted
for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any
person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly
acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form
of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution.
Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits
will be null and void.


 




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14.           Notices.
All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (i) on
the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service,
or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the
parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:


 


If to the Company:


 


Tenon Medical, Inc.


2110 Omega Road, Suite F


San
Ramon CA 94583


 


If to Executive, at the last
residential address known by the Company.


 


15.           Severability.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement will continue in full force and effect without said provision.


 


16.           Integration.
This Agreement, together with the Plan and the Confidential Information Agreement represents the entire agreement and understanding
between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral.
This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated
as an amendment to this Agreement.


 


17.           Waiver
of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as
or be construed to be a waiver of any other previous or subsequent breach of this Agreement.


 


18.           Headings.
All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.


 


19.           Tax
Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.


 


20.           Governing
Law. This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).


 


21.           Acknowledgment.
Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney,
has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly
and voluntarily entering into this Agreement.


 


22.           Counterparts.
This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will
constitute an effective, binding agreement on the part of each of the undersigned.


 


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IN WITNESS WHEREOF, each
of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year
first above written.


 


	COMPANY:	 
	 	 
	TENON MEDICAL, INC.	 
	 	 
	 	 
	 	 
	By: Rich Ferrari	 
	 	 
	Title: Executive Chairman	 
	 	 
	EXECUTIVE:	 
	 	 
	 	 
	Name: Steven M. Foster	 


 


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