Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (the “Agreement”)
      is
      made this 1st day of June 2007, by and between ARNO
      THERAPEUTICS, INC.,
      a
      Delaware corporation with principal executive offices at 689 5th Avenue, 14th
      Floor, New York, NY 10022, (the “Company”),
      and
SCOTT
      FIELDS, M.D.,
      residing at 28 Doremus Drive, Towaco, New Jersey, 07082 (the “Executive”).

    


    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company desires to employ the Executive as President and Chief Medical
      Officer of the Company; and 

     

    WEHERAS,
      the Executive desires to serve the Company in such capacity, upon the terms
      and
      subject to the conditions contained in this Agreement;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, the parties hereto hereby agree as follows:

     

    1. Employment.

     

    The
      Company agrees to employ the Executive, and the Executive agrees to be employed
      by the Company, upon the terms and subject to the conditions of this
      Agreement.

     

    2. Term.

     

    The
      employment of the Executive by the Company as provided in Section 1 shall
      commence on June 1, 2007 (the “Effective
      Date”)
      and
      continue for a period of two (2) years from the Effective Date unless
      terminated earlier
      as set
      forth in Sections 9
      and
      10
      below or
      by mutual written agreement of the parties hereto (the “Term”).
      The
      Company and the Executive shall meet no less than 120 days prior to the
      expiration of the Employment Agreement and discuss the terms of a proposed
      renewal of the Employment Agreement In the event that the Company does not
      intend to renew this Agreement, the Company shall provide the Executive with
      a
      minimum of 90 days written notice prior to the expiration of the
      Term.

     

    3. Duties;
      Best Efforts; Place of Performance.

     

    (a) The
      Executive shall serve as President and Chief Medical Officer of the Company
      and
      shall, subject to the direction of the Board of Directors of the Company, have
      such powers and perform such duties as are customarily performed by a President
      and Chief Medical Officer including, but not limited to developing Company
      clinical strategy for the development of the Company’s technologies, and
      managing and overseeing its implementation. The Executive shall also have such
      other powers and duties as may be from time to time directed by the Board of
      Directors of the Company, provided that the nature of the Executive’s powers and
      duties so prescribed shall not be inconsistent with the Executive’s position and
      duties herein.

     

    (b) The
      Executive shall devote substantially all of his business time, attention and
      energies to the business and affairs of the Company and
      shall
      use his best efforts to advance the interests of the Company and shall not
      during the Term be actively engaged in any other business activity, whether
      or
      not such business activity is pursued for gain, profit or other pecuniary
      advantage, that will interfere with the performance by the Executive of his
      duties hereunder or the Executive’s availability to perform such duties or that
      will adversely affect, or negatively reflect upon, the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) The
      duties to be performed by the Executive hereunder shall be performed primarily
      at the office of the Company, which shall be located in or within close
      proximity to New York metropolitan area, or such other location as the Company
      and Executive may mutually agree; provided, however, that the Executive
      understands that his duties will require periodic travel, which may be
      substantial at times.

     

    4. Members
      of Management. The Executive shall be given meaningful input into the
      identification, recruitment, selection and retention of a Chief Executive
      Officer, as well as other key members of management. The Company agrees that
      it
      will not hire an oncologist to serve as Chief Executive Officer of the Company
      without the prior written consent of the Executive.

     

    5. Compensation.
      As full compensation for the performance by the Executive of his duties under
      this Agreement, the Company shall pay the Executive as follows:

     

    (a) Base
      Salary.
      The
      Company shall pay the Executive a base salary (the “Base
      Salary”)
      equal
      to Three Hundred Forty Thousand Dollars ($340,000.00) per annum, payable during
      the Term in accordance with the Company’s normal payroll practices; provided,
      however, that the Base Salary may be increased at the discretion of the Board
      of
      Directors upon each anniversary of this Agreement. 

     

    (b) Performance
      Bonus.
      The
      Company shall annually pay the Executive a proportionate share (based on the
      assigned weight of each of the Performance Milestones (as defined below)) of
      One
      Hundred Twenty Five Thousand Dollars ($125,000.00) upon the successful
      completion of annual corporate or individual performance milestones (the
“Performance
      Milestones”)
      at the
“Baseline” metric. If Performance Milestones are achieved at the “Exemplary”
metric, the Company shall pay Executive a proportionate share of One Hundred
      Fifty Thousand Dollars ($150,000.00), and if achieved at the “Pessimistic”
metric, the Company will pay the Executive a proportionate share of One-Hundred
      Thousand Dollars ($100,000.00). The Performance Milestones and the metrics
      for
      the first year of the Term are as set forth on Schedule
      5(b).
      The
      Performance Milestones shall be amended each subsequent year during the Term
      upon the mutual agreement of the Company and the Executive no later than 30
      days
      following the beginning of such year. The Performance Bonus for each year shall
      be payable on or before each anniversary date of the
      Effective Date 

     

    (c) Change
      of Control Bonus.
      The
      Company shall pay the Executive the applicable amount set forth on Schedule
      5(c)
      upon a
      Change of Control (as defined below) of the Company where the Company is
      ascribed a valuation equal to or above those amounts set forth on Schedule
      5(c).
      In the
      event of a Change of Control, the applicable bonus shall be paid on the
      effective date of such Change of Control and all unvested Employment and
      Performance Options shall vest and become exercisable immediately and, unless
      all such options are cashed-out in the Change of Control transaction, shall
      remain exercisable for a period of not less than five (5) years, regardless
      of
      whether the Executive’s employment is terminated.

     

    (i) For
      purposes of this Agreement, a “Change
      of Control”
shall
      mean:

     

    A. a
      private
      transaction (or series of related private transactions) leading to a merger,
      acquisition, consolidation, or sale of all or substantially all of the assets
      of
      the Company; 

     

    
      
        
        

      

      
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    B. any
      transaction as a result of which a single party (or group of affiliated parties)
      acquires or holds capital stock of the Corporation representing a majority
      of
      the Corporation’s outstanding voting power;
      or

     

    C. the
      disposition by the Company (whether direct or indirect, by sale of assets or
      stock, merger, consolidation or otherwise) of all or substantially all of its
      business and/or assets in one transaction or series of related transactions
      (other than a merger effected exclusively for the purpose of changing the
      domicile of the Company).

     

    (ii) Notwithstanding
      Section 5(c)(i)A
      and
      5(c)(i)B
      above,
      no transaction shall be considered a Change of Control under this Agreement,
      and
      no bonus shall be paid or options vest, pursuant to this Section
      5(c):

     

    A. if
      the
      stockholders existing prior to such transaction(s) hold in the aggregate more
      than fifty percent (50%) of the securities or assets of the surviving or
      resulting company;

     

    B. in
      connection with a private placement of equity securities of the Company in
      connection with a financing of the Company’s on-going operations; or


     

    C. for
      any
      transaction ascribing a valuation to the Company of less than Seventy Five
      Million Dollars ($75,000,000); provided, however, that such a transaction may
      be
      considered as part of a series of transactions that gives rise to a Change
      of
      Control pursuant to Section 5(c)(i).

     

    (d) Withholding.
      The
      Company shall withhold all applicable federal, state and local taxes and social
      security and such other amounts as may be required by law from all amounts
      payable to the Executive under this Section 5.

     

    (e) Equity.

     

    (i) Employment
      Options.
      The
      Company shall grant to the Executive stock options (the “Employment
      Options”),
      pursuant to the Company’s 2005 Stock Option Plan, to purchase that number of
      shares of common stock of the Company, par value $0.001 per share (the
“Common
      Stock”)
      representing two percent (2%) of the outstanding shares of Common Stock of
      the
      Company on a Fully Diluted Basis (as defined below in Section
      5(e)(iii)C)
      immediately following the Effective Date. The Employment Options shall vest
      and
      become exercisable in two (2) equal installments on the day before each
      anniversary of this Agreement at an exercise price equal to Two Dollars ($2.00)
      per share (the “Exercise
      Price”).
      

     

    (ii) Performance
      Options.
      The
      Company shall grant to the Executive stock options (the “Performance
      Options”),
      pursuant to the Company’s 2005 Stock Option Plan, to purchase that number of
      shares of Common Stock representing two percent (2.0%) of the outstanding Common
      Stock on a Fully Diluted Basis immediately following the Effective Date. The
      Performance Options shall vest and become exercisable upon the successful
      completion of corporate and individual performance milestones to be agreed
      upon
      annually between the Company and the Executive, which such milestones shall
      be
      set forth on Schedule
      5(b)
      attached
      hereto at the Exercise Price.  

     

    
      
        
        

      

      
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    (iii)  Technology
      Options.
      In the
      event that the Company acquires by license, acquisition or otherwise, an
      additional biotechnology product or series of biotechnology products (a
“Technology”)
      for
      development that is first identified by the Executive, then the Company shall
      grant to the Executive options (the “Technology
      Options”)
      to
      purchase a number of shares of Common Stock, as follows:


    A. One
      percent (1%) of the then outstanding shares of Common Stock of the Company
      on a
      Fully Diluted Basis on the date the Technology is acquired for a Technology
      that
      is in pre-clinical development; and

    


    B. Two
      Percent (2%) of the shares of Common Stock of the Company on a Fully Diluted
      Basis on the date the Technology is acquired for a Technology that is in human
      clinical trials.

    


    C. For
      purposes of this Agreement, “Fully
      Diluted Basis”
shall
      mean the number of shares of Common Stock that would be outstanding upon the
      conversion of all outstanding shares of Preferred Stock outstanding from time
      to
      time, plus the shares of Common Stock issuable upon conversion or exercise,
      as
      the case may be, of all issued and outstanding securities of the Company
      convertible into, exercisable for, or exchangeable for, directly or indirectly,
      shares of Common Stock of the Company, including but not limited to, options
      and
      warrants to purchase Common Stock that are currently exercisable by the holder
      thereof or which will become exercisable within 90 days of determining
      event

    


    D. Any
      such
      Technology Options issued to the Executive shall vest immediately upon the
      date
      of grant and shall be exercisable for a period of five (5) years at an exercise
      price equal to the Fair Market Value (as determined under the Company’s 2005
      Stock Plan) of the Common Stock on the date of the grant of such Technology
      Options.

    


    (f) Expenses.
      The
      Company shall reimburse the Executive for all normal, usual and necessary
      expenses incurred by the Executive in furtherance of the business and affairs
      of
      the Company, including reasonable travel and entertainment, upon timely receipt
      by the Company of appropriate vouchers or other proof of the Executive’s
      expenditures and otherwise in accordance with any expense reimbursement policy
      as may from time to time be adopted by the Company.

     

    (g) Insurance.
      The
      Company shall pay the premiums relating to personal life insurance coverage
      for
      Executive in an amount equal to One Million Dollars ($1,000,000.00), naming
      Executive’s heirs as beneficiaries. In the event that the Company does not have
      appropriate medical, dental and vision plans in place on the Effective Date,
      the
      Company shall reimburse the Executive for the cost of COBRA premiums associated
      with his continued coverage under the plans of his prior employer.

     

    (h) Other
      Benefits.
      The
      Executive shall be entitled to all rights and benefits for which he shall be
      eligible under any benefit or other plans (including, without limitation,
      dental, medical, vision, medical reimbursement and hospital plans, pension
      plans, employee stock purchase plans, profit sharing plans, bonus plans and
      other so-called “fringe benefits”) as the Company shall make available to its
      senior executives from time to time.

     

    (i) Vacation.
      The
      Executive shall, during the Term, be entitled to four (4) non-consecutive weeks
      of vacation per annum,
      in
      addition to holidays observed by the Company.
      

     

    
      
        
        

      

      
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    6. Confidential
      Information and Inventions.

     

    (a) The
      Executive recognizes and acknowledges that in the course of his duties he is
      likely to receive confidential or proprietary information owned by the Company,
      its affiliates or third parties with whom the Company or any such affiliates
      has
      an obligation of confidentiality. Accordingly, during and after the Term, the
      Executive agrees to keep confidential and not disclose or make accessible to
      any
      other person or use for any other purpose other than in connection with the
      fulfillment of his duties under this Agreement, any Confidential and Proprietary
      Information (as defined below) owned by, or received by or on behalf of, the
      Company or any of its affiliates. “Confidential
      and Proprietary Information”
shall
      include, but shall not be limited to, confidential or proprietary scientific
      or
      technical information, data, formulas and related concepts, business plans
      (both
      current and under development), client lists, promotion and marketing programs,
      trade secrets, or any other confidential or proprietary business information
      relating to development programs, costs, revenues, marketing, investments,
      sales
      activities, promotions, credit and financial data, manufacturing processes,
      financing methods, plans or the business and affairs of the Company or of any
      affiliate or client of the Company. The Executive expressly acknowledges the
      trade secret status of the Confidential and Proprietary Information and that
      the
      Confidential and Proprietary Information constitutes a protectable business
      interest of the Company. The Executive agrees not to: 

     

    (i) use
      any
      such Confidential and Proprietary Information for strictly personal use or
      for
      others; and 

     

    (ii) permanently
      remove any Company material or reproductions (including but not limited to
      writings, correspondence, notes, drafts, records, invoices, technical and
      business policies, computer programs or disks) thereof from the Company’s
      offices at any time during his employment by the Company, except as required
      in
      the execution of the Executive’s duties to the Company, provided; however, that
      the Executive shall not be prevented from using or disclosing any Confidential
      and Proprietary Information:

     

    A. that
      Executive can demonstrate was known to him prior to the effective date of that
      certain Confidential Disclosure Agreement entered into between the Parties
      dated
      January 23, 2007, or which becomes generally known to the public through no
      fault of the Executive; 

     

    B. that
      is
      now, or becomes in the future, available to persons who are not legally required
      to treat such information as confidential unless such persons acquired the
      Confidential and Proprietary Information through acts or omissions of Executive;
      or 

     

    C. that
      he
      is compelled to disclose pursuant to the order of a court or other governmental
      or legal body having jurisdiction over such matter.

     

    (b) The
      Executive agrees to return immediately all Company material and reproductions
      (including but not limited, to writings, correspondence, notes, drafts, records,
      invoices, technical and business policies, computer programs or disks) thereof
      in his possession to the Company upon request and in any event immediately
      upon
      termination of employment.

     

    (c) Except
      with prior written authorization by the Company, the Executive agrees not to
      disclose or publish any of the Confidential and Proprietary Information, or
      any
      confidential, scientific, technical or business information of any other party
      to whom the Company or any of its affiliates owes a legal duty of confidence,
      at
      any time during or after his employment with the Company.

     

    
      
        
        

      

      
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    (d) The
      Executive agrees that all inventions, discoveries, improvements and patentable
      or copyrightable works, relating to the Company’s Business (as defined below).
      (“Inventions”)
      initiated, conceived or made by him, either alone or in conjunction with others,
      during the Term shall be the sole property of the Company to the maximum extent
      permitted by applicable law and, to the extent permitted by law, shall be “works
      made for hire” as that term is defined in the United States Copyright Act (17
      U.S.C.A., Section 101). For purposes of this Agreement, “Company’s
      Business”
shall
      be the development of novel therapeutics for the treatment of cancer and other
      human disease, and which are listed on the attached Schedule
      6(d)
      (which
Schedule
      6(d)
      may be
      amended from time to time to include additional therapeutics), and in the
      future, any other business in which it actually devotes substantive resources
      to
      study, develop or pursue. The Company shall be the sole owner of all patents,
      copyrights, trade secret rights, and other intellectual property or other rights
      in connection therewith. The Executive hereby assigns to the Company all right,
      title and interest he may have or acquire in all such Inventions; provided;
      however, that the Board of Directors of the Company may in its sole discretion
      agree to waive the Company’s rights pursuant to this Section 6(d)
      with
      respect to any Invention that is not directly or indirectly related to the
      Company’s business. The Executive further agrees to assist the Company in every
      proper way (but at the Company’s expense) to obtain and from time to time
      enforce patents, copyrights or other rights on such Inventions in any and all
      countries, and to that end the Executive will execute all documents
      necessary:

    


    (i) to
      apply
      for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights or other analogous protection
      in
      any country throughout the world and when so obtained or vested to renew and
      restore the same; and

    (ii) to
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyright or other analogous protection.

     

    (e) The
      Executive acknowledges that while performing the services under this Agreement
      the Executive may locate, identify and/or evaluate patented or patentable
      inventions having commercial potential in the fields of pharmacy,
      pharmaceutical, biotechnology, healthcare, technology and other fields which
      may
      be of potential interest to the Company or one of its affiliates (the
“Third
      Party Inventions”).
      The
      Executive understands, acknowledges and agrees that all rights to, interests
      in
      or opportunities regarding, all Third-Party Inventions identified by the
      Company, any of its affiliates or either of the foregoing persons’ officers,
      directors, employees (including the Executive), agents or consultants during
      the
      Term shall be and remain the sole and exclusive property of the Company or
      such
      affiliate and the Executive shall have no rights whatsoever to such Third-Party
      Inventions and will not pursue for himself or for others any transaction
      relating to the Third-Party Inventions which is not on behalf of the
      Company.

     

    (f) The
      provisions of this Section 6
      shall
      survive any termination of this Agreement.

     

    
      
        
        

      

      
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    7. Non-Competition
      and Non-Solicitation.

     

    (a) The
      Executive understands and recognizes that his services to the Company are
      special and unique and that in the course of performing such services the
      Executive will have access to and knowledge of Confidential and Proprietary
      Information (as defined in Section 6) and the Executive agrees that, during
      the
      Term and for a period of six (6) months
      (or
      twelve (12) months if the Executive’s employment is terminated by the Company
      during the Term for Cause (as defined below) or by Executive during the Term
      without Good Reason (as defined below)) thereafter, he shall not in any manner,
      directly or indirectly, on behalf of himself or any person, firm, partnership,
      joint venture, corporation, limited liability company or other business entity
      (“Person”),
      enter
      into or engage in the development of any therapeutic agent_ which targets the
      same or similar mechanisms and which is directly or indirectly competitive
      with
      the Company Business, either as an individual for his own account, or as a
      partner, joint venturer, owner, executive, employee, independent contractor,
      principal, agent, consultant, salesperson, officer, director or shareholder
      of a
      Person in a business competitive with the Company within the geographic area
      of
      the Company’s Business, which is deemed by the parties hereto to be worldwide;
      provided; however, if a Person’s business has multiple lines or segments, some
      of which are not competitive with the Company’s Business, nothing herein shall
      prevent the Executive from being employed by, working for or assisting that
      line
      or segment of a Person’s business that is not competitive with the Company’s
      Business. The Executive acknowledges that, due to the unique nature of the
      Company’s Business, the loss of any of its clients or business flow or the
      improper use of its Confidential and Proprietary Information could create
      significant instability and cause substantial damage to the Company and its
      affiliates and therefore the Company has a strong legitimate business interest
      in protecting the continuity of its business interests and the restriction
      herein agreed to by the Executive narrowly and fairly serves such an important
      and critical business interest of the Company. Notwithstanding the foregoing,
      nothing contained in this Section 7(a)
      shall be
      deemed to prohibit the Executive from acquiring or holding, solely for
      investment, publicly traded securities of any corporation or other entity,
      some
      or all of the activities of which are competitive with the business of the
      Company so long as such securities do not, in the aggregate, constitute more
      than three percent (3%) of any class or series of outstanding securities of
      such
      corporation or other entity.

     

    (b) During
      the Term and for a period of twelve (12) months thereafter (or six (6) months
      in
      the case of clause (b)(ii) below), the Executive shall not, directly or
      indirectly, without the prior written consent of the Company:

     

    (i) solicit
      or induce any employee of the Company or any of its subsidiaries or Two River
      Group Holdings, LLC (“Two
      River”)
      to
      leave the employ of the Company or such subsidiaries or Two River;
      or

     

    (ii) 
      solicit
      the business of any agent, client or customer of the Company or any of its
      subsidiaries with respect to products or services similar to and competitive
      with those provided or supplied by the Company or any of its
      subsidiaries.

     

    (c) The
      Executive and Company mutually agree that both during the Term and at all times
      thereafter, neither party shall directly or indirectly disparage, whether or
      not
      true, the name or reputation of the other party, and in the case of the Company
      including any officer, director or material shareholder of the Company.
      Notwithstanding the foregoing, nothing in this Agreement shall preclude the
      parties hereto or their successors from making truthful statements in the proper
      performance of their jobs or that are required by applicable law, regulation
      or
      legal process, and the parties shall not violate this provision in making
      truthful statements in response to disparaging statements made by the other
      party.

     

    (d) In
      the
      event that the Executive materially breaches any provisions of
      Section 6
      or this
      Section 7,
      then,
      in addition to any other rights which the Company may have, the Company shall
      be
      entitled to cease making any payments to the Executive under Section 11 hereof,
      cancel any options that vested under Section 11 hereof, recover any amounts
      paid
      under Section 11 hereof (including amounts received by the Executive in respect
      of any options that were vested under Section 11) other than payments in respect
      of Accrued Obligations, and to seek injunctive relief to enforce the
      restrictions contained in such Sections which injunctive relief shall be in
      addition to any other rights or remedies available to the Company under the
      law
      or in equity.

     

    
      
        
        

      

      
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    (e) The
      right
      and remedy enumerated in Section 7(d)
      shall be
      independent of and shall be in addition to and not in lieu of any other rights
      and remedies available to the Company at law or in equity. If any of the
      covenants contained in this Section 7,
      or any
      part of any of them, is hereafter construed or adjudicated to be invalid or
      unenforceable, the same shall not affect the remainder of the covenant or
      covenants or rights or remedies which shall be given full effect without regard
      to the invalid portions. If any of the covenants contained in this
      Section 7
      is held
      to be invalid or unenforceable because of the duration of such provision or
      the
      area covered thereby, the parties agree that the court making such determination
      shall have the power to reduce the duration and/or area of such provision and
      in
      its reduced form such provision shall then be enforceable. No such holding
      of
      invalidity or unenforceability in one jurisdiction shall bar or in any way
      affect the Company’s right to the relief provided in this
      Section 7
      or
      otherwise in the courts of any other state or jurisdiction within the
      geographical scope of such covenants as to breaches of such covenants in such
      other respective states or jurisdictions, such covenants being, for this
      purpose, severable into diverse and independent covenants.

     

    (f) In
      the
      event that an actual proceeding is brought in equity to enforce the provisions
      of Section 6
      or this
      Section 7,
      the
      Executive shall not urge as a defense that there is an adequate remedy at law
      nor shall the Company be prevented from seeking any other remedies which may
      be
      available. The Executive agrees that he shall not raise in any proceeding
      brought to enforce the provisions of Section 6
      or this
      Section 7 that the covenants contained in such Sections limit his ability to
      earn a living.

     

    (g) The
      provisions of this Section 7 shall survive any termination of this
      Agreement.

     

    8. Representations
      and Warranties by the Executive. The Executive hereby represents and
      warrants to the Company as follows:

     

    (a) Neither
      the execution or delivery of this Agreement nor the performance by the Executive
      of his duties and other obligations hereunder violate or will violate any
      statute or law or conflict with or constitute a default or breach of any
      covenant or obligation, including without limitation any non-competition
      restrictions, to any prior employer under (whether immediately, upon the giving
      of notice or lapse of time or both) any prior employment agreement, contract,
      or
      other instrument to which the Executive is a party or by which he is bound,
      or
      under applicable law.

     

    (b) The
      Executive has the full right, power and legal capacity to enter and deliver
      this
      Agreement and to perform his duties and other obligations hereunder. This
      Agreement constitutes the legal, valid and binding obligation of the Executive
      enforceable against him in accordance with its terms. No approvals or consents
      of any persons or entities are required for the Executive to execute and deliver
      this Agreement or perform his duties and other obligations hereunder.


     

    (c) The
      Executive will not utilize any confidential information belonging to any prior
      employer in violation of any obligation owed to any such prior employer.


     

    9. Termination
      by the Company. The Executive’s employment hereunder shall be terminated as
      follows:

     

    (a) Automatically
      upon the Executive’s death.

     

    
      
        
        

      

      
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    (b) By
      the
      Company due to the Executive’s Disability. For purposes of this Agreement, a
      termination for “Disability” shall occur:

    


    (i) when
      the
      Board of Directors of the Company has provided a written termination notice
      to
      the Executive supported by a written statement from a reputable independent
      physician to the effect that the Executive shall have become so physically
      or
      mentally incapacitated as to be unable to resume, even with any reasonable
      accommodations, within the ensuing twelve (12) months, his employment hereunder
      by reason of physical or mental illness or injury; or 

    


    (ii) upon
      rendering of a written termination notice by the Board of Directors of the
      Company after the Executive has been unable, even with any reasonable
      accommodations, to substantially perform his duties hereunder for one hundred
      twenty (120) or more consecutive days, or more than one hundred eighty (180)
      days in any consecutive twelve month period, by reason of any physical or mental
      illness or injury. 

    


    (iii) For
      purposes of this Section 9(b),
      the
      Executive agrees to make himself available and to cooperate in any reasonable
      examination by a reputable independent physician designated by the Company
      and
      reasonably acceptable to the Executive.

    


    (c) By
      the
      Company for Cause (as defined below) upon written notice provided to the
      Executive in accordance with Section 12(g);
      provided, however, that any case where the Executive’s action or inaction that
      may constitute Cause is capable of being cured, such action or inaction shall
      not constitute Cause if such action or inaction is cured by the Executive within
      30 days receipt of written notice from the Company of the action or inaction.
      For purposes of this Agreement, “Cause”
shall
      include any of the following:

     

    (i) Willful
      failure to perform the duties or obligations hereunder or willful misconduct by
      the Executive in respect of such duties or obligations,
      including, without limitation, willful
      failure, disregard or refusal by the Executive to abide
      by
      specific objective and lawful directions received by the Executive in writing
      from the Board of Directors;

     

    (ii) Any
      willful, intentional or grossly negligent act by the Executive having the effect
      of injuring, in a material way, whether financial or otherwise, the business
      or
      reputation of the Company or any of its subsidiaries or affiliates;


     

    (iii) The
      Executive’s indictment of any felony or a misdemeanor involving moral
      turpitude
      that
      causes material harm to the Company or its reputation;

     

    (iv)  The
      determination by the Company, after a reasonable and good-faith investigation
      by
      the Company following a written allegation by another employee of the Company,
      that the Executive engaged in some form of harassment prohibited
      by law
      (including, without limitation, age, sex or race discrimination),
      unless
      the Executive’s actions were specifically directed by the Company; provided,
      however, that Cause shall not exist under this clause (iv) unless the Company
      gives written notice to Executive where such notice describes
      with particularity the alleged act(s) at issue and has given the Executive
      an
      opportunity to be heard at a meeting of the Board, and the Board provides the
      Executive with a summary of its findings; 

     

    (v) Any
      misappropriation or embezzlement of the property of the Company or its
      affiliates (whether or not a misdemeanor or felony); and

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (vi) Material
      breach by the Executive of any of the provisions of Sections
      6, 7
      or 8 of
      this
      Agreement.

     

    (d) The
      Executive’s employment hereunder may be terminated by the Board of Directors of
      the Company (or its successor) upon the occurrence of a Change of Control (as
      defined in Section 5(c)(i) above).

     

    10. Termination
      by Executive.
      Executive may terminate his employment by written notice provided to the Chief
      Executive Officer or Board of Directors in accordance with
      Section 12(g)
      as
      follows:

     

    (a) at
      any
      time, for any reason or no reason at all, upon not less than sixty (60) days
      prior written notice to the Company, which may be waived by the
      Company;

     

    (b) at
      any
      time for “Good
      Reason”
which
      shall constitute:

     

    (i) an
      actual
      diminution by the Company of the Executive’s title, duties, Base Salary,
      Performance Bonus or benefits;

     

    (ii) a
      material breach by the Company of any of the provisions contained herein, which,
      if capable of being cured, is not cured by the Company within 30 days of written
      notice by the Executive to the Company; and

     

    (iii) relocating
      the Company’s principal place of business more than fifty (50) miles away from
      its location as originally established by the Executive and approved to by
      the
      Company.

     

    11. Compensation
      upon Termination. 

     

    (a) If
      the
      Executive’s employment is terminated pursuant to Section 9(a),
      or
9(b),
      the
      Company shall pay to the Executive or to the Executive’s estate, as
      applicable:

     

    (i) any
      Base
      Salary, vacation and expense reimbursement accrued through the date of
      termination and any Performance Bonus due in respect of any prior years (the
      “Accrued
      Obligations”)

     

    (ii) his
      Base
      Salary for a period of six (6) months following termination;

     

    (iii) a
      pro
      rata portion of the Performance Bonus for the year in which the Executive’s
      employment is terminated at the time such Performance Bonus would have otherwise
      been payable determined at the “Baseline” metric; and

     

    (iv) all
      Employment Options shall vest immediately and all Employment Options and
      Performance Options shall remain exercisable for a period of five (5) years
      from
      the date of termination (but in no event beyond their scheduled expiration
      date).

     

    (b) If
      the
      Executive’s employment is terminated for Cause pursuant to Section
      9(c)
      or is
      terminated by the Executive under 10(a),
      then:

     

    (i) the
      Company shall pay to the Executive the Accrued Obligations; 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    (ii) the
      Executive shall have no further entitlement to any other compensation or
      benefits from the Company except as provided in the Company’s compensation and
      benefit plans; and 

     

    (iii) all
      Employment Options and Performance Options that have not previously vested
      shall
      expire immediately and all vested Employment Options and Performance Options
      shall remain exercisable for a period of 90 days from the date of termination
      (but in no event beyond their scheduled expiration date) and thereafter expire.
      

     

    (c) If
      the
      Executive’s employment is terminated without Cause or by the Executive for Good
      Reason pursuant to Section 10(b),
      then:

     

    (i) the
      Company shall:

     

    
      	 	
              A.

            	
              pay
                the Executive the Accrued
                Obligations;

            


    

     

    
      	 	
              B.

            	
              continue
                to pay to the Executive his Base Salary and benefits for a period
                of one
                (1) year following such termination;
                and

            


    

     

    
      	 	
              C.

            	
              pay
                the Executive a pro rata Performance Bonus for the year in which
                the
                Executive’s employment is terminated (based on the assumption that the
                Baseline metric is met). 

            


    

     

    (ii) all
      unvested Employment Options shall vest and become exercisable immediately and
      shall remain exercisable for a period of not less than five (5) years.


     

    (d) In
      the
      event of non-renewal of this Agreement, the Company will pay the Executive
      all
      Accrued Obligations on the expiration date of this Agreement and the Executive
      shall have a period of not less than twelve (12) months after the termination
      of
      his employment to exercise any and all vested Employment Options and Performance
      Options. 

     

    (e) Notwithstanding
      anything to the contrary herein or in this Section 11
      or
      otherwise in the Company’s 2005 Stock Option Plan, following termination of the
      Executive’s employment other than pursuant to Section 9(c)
      or
10(a),
      the
      Executive shall have a period of not less than six (6) months to exercise any
      and all vested Employment Options and Performance Options; provided, however,
      if
      the Company sends to the Executive a non-renewal notice provided for under
      Section 2
      hereof,
      the Executive shall have a period of not less than twelve (12) months after
      the
      termination of his employment to exercise any and all vested Employment Options
      and Performance Options.

     

    (f) The
      obligations of the Company to make any payments described in Section 11(c)(i)(B)
      and (C) and its obligations under Section 11(c)(ii) shall be subject to the
      execution and nonrevocation by the Executive of a general release of claims
      in a
      reasonable form provided by the Company and the Executive’s continued compliance
      with his obligations under Section 6 or 7 hereof. The Company will provide
      the
      Executive with a reciprocal release of claims known by the Company as of the
      date of Termination and shall agree that the indemnity obligations contained
      in
      the Company’s By-Laws shall not be waived or released and shall cover the
      Executive from any claims, suits or actions brought against the Company or
      which
      names the Executive as a defendant or co-defendant, said claim, suit or action
      arising during the course of the Executive’s employment with the Company.


     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    (g) This
      Section 11
      sets
      forth the only obligations of the Company with respect to the termination of
      the
      Executive’s employment with the Company, and the Executive acknowledges that,
      upon the termination of his employment, he shall not be entitled to any payments
      or benefits which are not explicitly provided in Section 11.

     

    (h) The
      provisions of this Section 11
      shall
      survive any termination of this Agreement. 

     

    12. Miscellaneous.

     

    (a) This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of New York, without giving effect to its principles
      of conflicts of laws.

     

    (b) Any
      dispute arising out of, or relating to, this Agreement or the breach thereof
      (other than Sections 6
      or 7
      hereof),
      or regarding the interpretation thereof, shall be exclusively decided by binding
      arbitration conducted in California in accordance with the rules of the American
      Arbitration Association (the “AAA”)
      then
      in effect before a single arbitrator appointed in accordance with such rules.
      Judgment upon any award rendered therein may be entered and enforcement obtained
      thereon in any court having jurisdiction. The arbitrator shall have authority
      to
      grant any form of appropriate relief, whether legal or equitable in nature,
      including specific performance. Each of the parties agrees that service of
      process in such arbitration proceedings shall be satisfactorily made upon it
      if
      sent by registered mail addressed to it at the address referred to in
      clause (g)
      below.
      The costs of such arbitration shall be borne proportionate to the finding of
      fault as determined by the arbitrator. Judgment on the arbitration award may
      be
      entered by any court of competent jurisdiction.

     

    (c) This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective heirs, legal representatives, successors and
      assigns.

     

    (d) This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive. The Company may assign its rights, together with
      its
      obligations, hereunder in connection with any sale, transfer or other
      disposition of all or substantially all of its business or assets provided
      the
      assignee entity which succeeds to the Company expressly assumes the Company’s
      obligations hereunder and complies with the terms of this
      Agreement.

     

    (e) This
      Agreement cannot be amended orally, or by any course of conduct or dealing,
      but
      only by a written agreement signed by the parties hereto.

     

    (f) The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and such terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.

     

    (g) All
      notices, requests, consents and other communications, required or permitted
      to
      be given hereunder, shall be in writing and shall be delivered personally or
      by
      an overnight courier service or sent by registered or certified mail, postage
      prepaid, return receipt requested, to the parties at the addresses set forth
      on
      the first page of this Agreement, and shall be deemed given when so delivered
      personally or by overnight courier, or, if mailed, five (5) days after the
      date
      of deposit in the United States mails. Either party may designate another
      address, for receipt of notices hereunder by giving notice to the other party
      in
      accordance with this clause (g).

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    (h) This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof. No representation, promise or inducement has been made by either party
      that is not embodied in this Agreement, and neither party shall be bound by
      or
      liable for any alleged representation, promise or inducement not so set
      forth.

     

    (i) As
      used
      in this Agreement, “affiliate” of a specified Person shall mean and include any
      Person controlling, controlled by or under common control with the specified
      Person.

     

    (j) The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.

     

    (k) This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original, but all of which together shall constitute one and
      the
      same instrument.

     

    13. Certain
      Tax Provisions.

     

    (a) Section
      409A.
      Any
      payment otherwise required under this Agreement or any other plan or arrangement
      of the Company to be made to the Executive after a termination of Executive’s
      employment that the Company reasonably determines is subject to Section
      409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”)
      shall not be paid or payment commenced until the later of (a) six months after
      the date of the Executive’s “separation from service” (within the meaning of
      Section 409A of the Code) and (b) the payment date or commencement date
      specified in this Agreement for such payment(s). On the earliest date on which
      such payment(s) can be made or commenced without violating the requirements
      of
      Section 409A(a)(2)(B)(i) of the Code, the Company shall pay the Executive,
      in a
      single lump sum, an amount equal to the aggregate amount of all payments delayed
      pursuant to the preceding sentence. Such delay will not affect the timing of
      any
      installments or other payments otherwise payable after the delay period imposed
      under Section 409A. In addition, other provisions of this Agreement or any
      other
      such plan or arrangement notwithstanding, the Company shall have no right to
      accelerate or delay any such payment or to make any such payment as the result
      of any specific event except to the extent permitted under Section
      409A.

     

    (b) Section
      280G.
      Notwithstanding anything to the contrary contained in this Agreement, to the
      extent that any of the payments and benefits provided for under this Agreement
      or any other agreement or arrangement between the Executive and the Company
      (collectively, the "Payments") constitute a "parachute payment" within the
      meaning of Section 280G of the Code and (ii) but for this Section 13(b), would
      be subject to the excise tax imposed by Section 4999 of the Code, then the
      Payments shall be payable either (i) in full or (ii) as to such lesser amount
      which would result in no portion of such Payments being subject to excise tax
      under Section 4999 of the Code; whichever of the foregoing amounts, taking
      into
      account the applicable federal, state and local income taxes and the excise
      tax
      imposed by Section 4999, results in the Executive’s receipt on an after-tax
      basis, of the greatest amount of economic benefits under this Agreement,
      notwithstanding that all or some portion of such benefits may be taxable under
      Section 4999 of the Code. Unless the Executive and the Company otherwise agree
      in writing, any determination required under this Section 13(b) shall be made
      in
      writing by the Company’s independent public accountants (the "Accountants"),
      whose reasonable determination shall be conclusive and binding upon the
      Executive and the Company for all purposes. For purposes of making the
      calculations required by this Section 13(b), the Accountants may make reasonable
      assumptions and approximations concerning applicable taxes and may rely on
      reasonable, good faith interpretations concerning the application of the
      Sections 280G and 4999 of the Code. The Executive and the Company shall furnish
      to the Accountants such information and documents as the Accountants may
      reasonably request in order to make a determination under this Section 13(b).
      If
      this Section 13(b) is applied to reduce an amount payable to the Executive,
      and
      the Internal Revenue Service successfully asserts that, despite the reduction,
      the Executive has nonetheless received payments which are in excess of the
      maximum amount that could have been paid to him without being subjected to
      any
      excise tax, then, unless it would be unlawful for the Company make such a loan
      or similar extension of credit to the Executive, the Executive may repay such
      excess amount to the Company though such amount constitutes a loan to you made
      at the date of payment of such excess amount, bearing interest at 120% of the
      applicable federal rate (as determined under section 1274(d) of the Code in
      respect of such loan).

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

    
      	 	
              ARNO
                THERAPEUTICS, INC.

            
	 	 
	 	
              By:

            	   /s/
              Joshua A. Kazam
	 	
              Name:

            	
              Joshua
                A. Kazam

            
	 	
              Title:

            	
              President

            
	 	
              Date:

            	
              June
                1, 2007

            
	 	 	 
	 	
              EXECUTIVE

            
	 	 	 
	 	
              By:

            	   /s/
              Scott Fields
	 	
              Name:

            	
              Dr.
                Scott Fields

            
	 	
              Date:

            	 


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5(b)

     

    Arno
      Therapeutics, Inc.

    Goals
      Worksheet

    


    
      	
              Executive:

            	
              Scott
                Fields

            
	
              Period:
                

            	
              June
                1, 2007 – June 1,
                2008

            


    

    


    Goal
      #1

    
      	
              Definition:

            	 
	
              Issues:

            	 
	 	
              A

            	 
	 	
              B

            	 
	 	
              C

            	 
	
              Descriptor

            	 
	
              Weight

            	 
	
              Metric

            	 
	
              Exemplary

            	 
	
              Baseline

            	 
	
              Pessimistic

            	 


    

    


    Goal
      #2

    
      	
              Definition:

            	 
	
              Issues:

            	 
	 	
              A

            	 
	 	
              B

            	 
	 	
              C

            	 
	
              Descriptor

            	 
	
              Weight

            	 
	
              Metric

            	 
	
              Exemplary

            	 
	
              Baseline

            	 
	
              Pessimistic

            	 


    

    


    Goal
      #3

    
      	
              Definition:

            	 
	
              Issues:

            	 
	 	
              A

            	 
	 	
              B

            	 
	 	
              C

            	 
	
              Descriptor

            	 
	
              Weight

            	 
	
              Metric

            	 
	
              Exemplary

            	 
	
              Baseline

            	 
	
              Pessimistic

            	 


    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5(c)

    


    Change
      of Control Bonus

    


    
      	
              Cash
                Bonus

            	 	
              Company
                Valuation

            
	
              $50,000

            	 	
              Greater
                than $75,000,000 but less than $100,000,000

            
	
              $100,000

            	 	
              Greater
                than $100,000,000 but less than $150,000,000

            
	
              $150,000

            	 	
              Greater
                than $150,000,000 but less than $200,000,000

            
	
              $200,000
                

            	 	
              Greater
                than $200,000,000 

            


    

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(d)

    


    Company
      Business

    


    1.
      The
      commercial development of a third generation camptothecin.


    
      
        
        

      

      
        -17-