Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (the “Agreement”), dated as of October 11, 2022, made between Pasithea Therapeutics Corp., (the “Company”)
and Daniel Schneiderman (the “Executive”) (collectively, the “Parties”).


 


Whereas,
the Company desires for Executive to provide services to the Company, and wishes to provide Executive with certain compensation and benefits
in return for such employment services; and


 


Whereas,
Executive wishes to be employed by the Company and to provide personal services to the Company in return for certain compensation and
benefits;


 


Now,
Therefore, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:


 


 1. Employment by the Company.




 


1.1   Position.
Executive shall serve as the Company’s Chief Financial Officer and report to the Company’s Chief Executive Officer. Executive’s
employment with the Company shall begin October 11, 2022 (the “Start
Date”). During Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially
all of Executive’s business time and attention to the business of the Company, except for approved vacation periods and reasonable
periods of illness or other incapacities permitted by the Company’s general employment policies. Executive
may engage in civic and not-for-profit activities and serve as a board member on board of directors of publicly traded companies, in each
case, so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. 


 


1.2   Duties
and Location. Executive shall perform such duties consistent with his title. Executive shall report to the board of directors. Executive’s
initial primary office location shall be the Executive’s home office located in New York, NY. The Company reserves the right to
reasonably require Executive to perform Executive’s duties at places other than Executive’s primary office location from time
to time, and to require reasonable business travel.


 


1.3   Policies
and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices
of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment
policies or practices, this Agreement shall control.


 


 2. Compensation.




 


2.1   Salary.
For services to be rendered hereunder, Executive shall receive a base salary at the rate of $330,000 per
year (the “Base Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the
Company’s regular payroll schedule. Executive’s base salary may be reviewed and changed by the Company on notice to the Executive.


 


2.2   Sign-on
Bonus. Executive will be paid a sign-on bonus of $30,000 (the “Sign-on
Bonus”) payable within fifteen (15) days of the Start Date. 


 


2.3   Annual
Bonus. Executive will be eligible for an annual discretionary bonus
of up to thirty-five percent (35%) of Executive’s Base Salary actually received in any such year (the “Annual Bonus”),
which will be based on a calendar year basis, unless otherwise determined by the Company (the “Bonus Period”). Whether
Executive receives an Annual Bonus for any Bonus Period, and the amount of any such Annual Bonus, will be determined by the Company’s
compensation committee thereof in its sole discretion based upon the Company’s and Executive’s achievement of objectives and
milestones to be determined on an annual basis by the Board. Executive must remain an active employee in good standing through the end
of any given calendar year, and be an active employee in good standing at the time the Annual Bonus is paid in order to earn an Annual
Bonus for the prior Bonus Period. The Annual Bonus will be paid prior to March 15 of the year following the Bonus Period. For the avoidance
of doubt, Executive will not be eligible for, and will not earn, any Annual Bonus if Executive’s employment terminates for any reason
before the end of the Bonus Period or before the Annual Bonus is to be paid. For the sake of clarity, any bonus paid for any year shall
not create any entitlement to a bonus in a future year.


 






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3.  Company
Benefits. Executive shall be eligible to participate in all employee benefit programs for which Executive
is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to
its employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time.
In addition, the Company provides an annual vacation entitlement of 21 days, calculated on a monthly basis. In addition to this annual
vacation accrual, Company grants 7 days of sick leave and standard paid holidays as announced each year. Vacation days and sick leave
are governed by the Company’s policies which may change from time to time.


 


a.   Medical
Insurance Benefits. During the Employment Term, the Company shall pay for and make available medical and dental insurance coverage
for Executive and his immediate family. Such benefits may be changed at the Company’s discretion from time to time provided that
Executive shall be eligible for whatever medical and dental insurance is offered by the Company during the Employment Term.


 


b. Expense Reimbursement
and Other Benefits. The Company promptly shall pay, or reimburse the Executive for, all ordinary and necessary business expenses
incurred in the performance of his duties hereunder including, but not limited to, mobile phone, business class air travel, expenses
and dues associated with Executive’s involvement with professional, industry, community, civic and charitable organizations, provided
that the Executive properly accounts for all such expenses in accordance with Company policy.


 


4.    Equity.
As additional compensation for the services to be rendered hereunder, the Company shall grant the Executive
incentive stock options (the “Options”) issuable
under its 2021 Stock Incentive Plan (the “Amended Plan”) to
purchase 300,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”)
at a strike price per share equal to the then fair market value of a share of Common Stock on the date the Options are issued. The Options
shall vest in accordance with the terms set forth in the stock option grant agreement executed between the Company and the Executive (the
“Option Agreement”),
subject to Executive’s continuing employment with the Company. The Options shall be subject to the then-current terms and conditions
of the Amended Plan and Option Agreement. No right to any shares of Common Stock is earned or accrued until such time that vesting occurs,
nor does the grant of the Options confer any right to continue vesting or employment. 


 






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 5. Termination of Employment; Severance.




 


5.1   At-Will
Employment. Executive’s employment relationship is at-will. Either Executive or the Company may terminate Executive’s
employment relationship at any time, with or without cause or advance notice. Executive shall, however, provide no less than sixty (60)
days’ advance written notice of any termination (the “Notice Period”). During the Notice Period, Executive shall
remain an employee of the Company, and shall continue to receive base salary, but no other compensation. The Company may elect to have
Executive not report to work for all or any portion of such Notice Period. The Company shall have the right, at its sole discretion, to
accelerate Executive’s termination date to any date subsequent to receiving written notice from Executive, and thus conclude the
Notice Period.


 


5.2   Termination
Without Cause.


 


a.   
The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below).


 


b.   In
the event that the Executive is terminated by the Company without Cause, the Company shall pay Executive, as severance, the equivalent
of six (6) months of Executive’s Base Salary in effect as of the date of Executive’s employment termination, subject to standard
payroll deductions and withholdings (the “Severance”). The Severance will be paid as a continuation on the Company’s
regular payroll, beginning no later than the first regularly scheduled payroll date following the sixtieth (60th) day after Executive’s
Separation from Service, provided the Separation Agreement (as discussed in Paragraph 6) has become effective. Additionally, in the event
that the Executive is terminated by the Company without Cause, the vesting of all outstanding stock options held by Executive shall be
accelerated and fully vested effective as of the date of Executive’s employment termination.


 


c.   For
purposes of this Agreement, “Cause” for termination will mean: (a) commission of any felony or crime involving dishonesty
or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the duty of loyalty, malfeasance,
willful misconduct, or negligence, (ii) the failure or refusal by Executive u to perform any material duties hereunder or to follow any
lawful and reasonable direction of the Company; (c) intentional damage to any property of the Company; (d) chronic neglect or absenteeism
in the performance of Executive’s duties; (e) willful misconduct, or other material violation of Company policy or code of conduct
that causes an adverse effect upon the Company; (f) breach of any written agreement with the Company (including this Employment Agreement
and Exhibit A); or (g) any action that in the reasonable belief of the Company shall or potentially shall subject the Company to negative
adverse publicity or effects.


 


5.3   Termination
for Any Other Reason.


 


a.   Upon
a termination for any reason other than as provided in Section 5.2(a) without Cause, then upon Executive’s termination date, then
all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and
Executive will not be entitled to any Severance Benefits.


 






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b.   
The Option shall be treated as expressly provided in the Plan and the Option Agreement.


 


c.   In
the event of termination for any reason, Executive shall resign from all positions and terminate any relationships as an employee, advisor,
officer or director with the Company and any of its affiliates, each effective on the date of termination.


 


6. Conditions
to Receipt of Severance Benefits. In order to receive
any Severance Benefits, the termination of Executive’s employment must constitute a “separation from service” (as
defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a
“Separation from Service”),
and Executive must be in compliance with the terms of this Agreement and the Confidentiality Agreement (as defined below). Further,
the receipt of the Severance Benefits will be conditioned on Executive signing and not revoking a separation agreement and release
of claims in a form reasonably satisfactory to the Company (the “Separation Agreement”).
No Severance Benefits will be paid or provided until and unless the Separation Agreement becomes effective.


 


7. Representations.
Executive represents and warrants that the execution of this Employment Agreement, Executive’s employment by the Company, and
the performance of Executive’s duties hereunder will not violate or be a breach of any agreement with a former employer,
client or any other person or entity, nor does Executive know of any other reason why he would not be able to perform his duties as
set forth herein. Further, Executive agree to indemnify the Company for, and hold the Company harmless from, and against, all
claims, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third
party may now have or may hereafter come to have against the Company based upon or arising out of any noncompetition agreement,
invention or secrecy agreement between Executive and such third party which was in existence as of the date of this Agreement. The
Company reserves the right to rescind this offer immediately and, if applicable, terminate Executive’s employment, without any
further obligation to Executive if before or during Executive’s employment the Company learns that Executive provided false
information or made any misrepresentations in connection with Executive’s application for employment with the
Company.


 


8. Section
409A. It is intended that all of the Severance Benefits and other payments payable under this
Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury
Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible
as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be
construed in a manner that complies with Section 409A. For purposes of Code Section 409A (including, without limitation, for
purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this
Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate
payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.
Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of
Executive’s Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i),
and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are
deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments is
required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under
Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period
measured from the date of Executive’s Separation from Service with the Company, (ii) the date of Executive’s death or
(iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day
following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph
shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the
applicable agreement. No interest shall be due on any amounts so deferred.


 






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9. Proprietary
Information Obligations. As a condition of employment, Executive shall execute and abide by the
Company’s standard form of Employee Nondisclosure, Confidential Information, and Non-solicitation Agreement attached to this
Agreement as Exhibit A (the “Confidentiality Agreement”). In
Executive’s work for the Company, Executive will be expected not to use or disclose any confidential information, including
trade secrets, of any former employer or other person to whom Executive has an obligation of confidentiality. Rather, Executive will
be expected to use only that information which is generally known and used by persons with training and experience comparable to
Executive’s own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise
provided or developed by the Company. Executive agrees not to bring onto Company premises any unpublished documents or property
belonging to any former employer or other person to whom Executive has an obligation of confidentiality.


 


10. Governing
Law; Dispute Resolution. The interpretation and application of this Employment shall be governed
by the laws of the State of New York without regard to principles of conflict of laws, other than laws which violate a fundamental
public policy of the state of employ, in which case such state’s laws shall govern with regard to such policies. Except for
claims under Exhibit A requesting injunctive relief, any dispute or claim arising out of, in connection with, or relating to this
Agreement (including without limitation its subject matter, interpretation, or formation) or to your employment or relationship with
the Company shall be resolved by binding arbitration to be held in New York, New York, before three (3) arbitrators selected by the
American Arbitration Association, conducted in accordance with the then-prevailing Employment Arbitration Rules and Mediation
Procedures of the American Arbitration Association. A copy of these rules can be accessed through the American Arbitration
Association’s website (www.adr.org). The prevailing party shall be entitled to the payment of its reasonable attorney’s
fees and costs. The arbitrators’ decision will be final and binding in accordance with the Federal Arbitration Act and may be
enforced in any court of competent jurisdiction. The arbitrators will not have the right to modify or change any of the terms of
this Employment Agreement. The arbitrators, and not any court, shall have exclusive authority to resolve any dispute relating to the
interpretation, applicability, enforceability or formation of this Employment Agreement including any claim that all or any part of
this Agreement is void or voidable. The parties agree that the arbitrators may provide all appropriate remedies at law and equity
and will have the power to summarily adjudicate claims and/or enter summary judgment in appropriate cases. In any arbitration
proceeding conducted pursuant to this paragraph, the parties shall have the right to discovery, to call witnesses, and to
cross-examine the other party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons
for the arbitration award. Both parties are bound by this agreement to arbitrate, but it does not include disputes, controversies or
differences which may not by law be arbitrated. The parties agree that the arbitration proceedings described in this Section are to
be treated as confidential, and that the parties will act to protect the confidentiality of the documents, facts, and proceedings
related to the arbitration. The parties waive their right to have any such dispute, claim or controversy decided by a judge or jury
in a court. The parties also agree that each may bring claims against the other only in their individual capacities, and not as a
plaintiff or class member in any purported class or collective proceeding. The parties also agree that each may not bring claims
against the other in any purported representative action, except to the extent this statement is unenforceable under the
law.


 






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11. General
Provisions.


 


11.1   Notices.
Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery, email, or the next day after
sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company payroll.


 


11.2   Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule
in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but
this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the
parties.


 


11.3   Waiver.
Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to
have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 


11.4   Complete
Agreement. This Agreement, together with Exhibit A, constitutes the
entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment
of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or
representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or
representations. It is entered into without reliance on any promise or representation other than those expressly contained herein, and
it cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.


 


11.5   Counterparts.
This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all
of which taken together will constitute one and the same Agreement.


 


11.6   Headings.
The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect
the meaning thereof.


 


11.7   Successors
and Assigns. This Agreement is intended to bind and inure to the benefit
of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators. The
Company may freely assign this Agreement, without Executive’s prior written consent. Executive may not assign any of his duties
hereunder and he may not assign any of his rights hereunder without the written consent of the Company.


 


11.8   Background
Check and Ability to Work. This offer of employment is contingent upon verification
of Executive’s identity and authorization to legally work in the United States, a background and reference check, and all other
Company practices and procedures as reasonably requested by the Company.


 


11.9 Tax
Withholding. All payments and awards contemplated or made
pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations
of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor
any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive
has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all
payments and awards made pursuant to the Agreement.


 


***


 






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You
acknowledge and agree that you have read and understand this Employment agreement and you voluntarily agree to the terms and conditions
contained herein.


 


We
look forward to you joining the Company. If you accept this offer of employment, please sign and return to me this Employment Agreement
and the Exhibit A attached.


 


In
Witness Whereof, the Parties have executed this Agreement on the day and year first written above.


 





	 	Pasithea Therapeutics Corp. 
	 	 	 
	 	By:	/s/ Tiago
    Reis Marques
	 	Name:  	Tiago Reis Marques
	 	Title:	Chief Executive Officer 
	 	 	 
	 	Executive 
	 	 	 
	 	By:	/s/ Daniel
    Schneiderman
	 	Name: 	Daniel Schneiderman


 


Exhibit A: Employee Nondisclosure,
Confidential Information and Non-solicitation Agreement


 






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Exhibit A


 


NON-DISCLOSURE, CONFIDENTIAL INFORMATION, 


AND NON-SOLICITATION AGREEMENT


 


This Non-Disclosure, Confidential
Information, and Non-Solicitation Agreement (the “Agreement”) is a legal agreement between you (the “Employee”)
and Pasithea Therapeutics Corp., and its affiliates and subsidiaries (collectively, the “Company”). Please read it
carefully. By accepting the Company’s offer of employment and/or by continuing your employment with the Company, you will be expressly
affirming that you acknowledge, understand, accept, and agree to be bound by this Agreement.


 


RECITALS


 


A. The Employee has received
an offer of employment from the Company and/or is currently working for the Company.


 


B. As an Employee of the Company,
the Employee will become exposed to Confidential Information (as defined below) of the Company and clients of the Company, and the Company
has a legitimate, business interest in preventing unauthorized use or transfer of such Confidential Information. Employee acknowledges
that maintaining complete privacy and avoiding disclosure of Confidential Information is critically important to the Company and its clients.


 


C. The Employee is required,
as a condition of his or her employment and continued employment, to sign this Agreement.


 


D. The Employee desires to enter
into this Agreement in order to satisfy such condition.


 


E. The consideration for the
Employee’s entering into this Agreement consists of the offer of employment with the Company; continued employment with the Company;
and the compensation, benefits, and opportunities that the Employee will receive by virtue of such employment and/or continued employment.


 


NOW, THEREFORE, the parties
hereby agree as follows:


 


 1. Consideration For Agreement.




 


The Employee acknowledges and
agrees that the execution of this Agreement is a condition precedent to his or her employment and/or continued employment with the Company.


 


 2. Restrictive Covenants: Clients.




 


The Employee acknowledges and
agrees that solely by reason of employment by the Company, the Employee has and will come into contact with a significant number of the
Company’s customers and prospective customers and have access to Confidential Information (as defined below) and trade secrets relating
thereto, including those regarding the Company’s clients, prospective clients, proprietary business models and strategies, and related
information.


 


Consequently, the Employee covenants
and agrees that he or she will not, for a period of six (6) months following the end of his or her employment with the Company for any
reason, whether voluntary or involuntary (the “Restricted Period”), directly or indirectly: (i) initiate contact with,
or respond to inquiries from, customers the Company for the purpose of providing products or services of the type provided by the Employee
while employed by the Company; (ii) encourage investors, clients or prospective investors or clients of the Company to terminate, cancel,
not renew, or not place business with the Company, or to place business with another company which is similar to the business of the Company;
or (iii) perform or supervise the performance of services or provision of products of the type sold or provided by the Employee while
he or she was employed by the Company on behalf of any customers or prospective customers of the Company. These restrictions shall apply
only to those customers of the Company with which the Employee had contact or about which the Employee obtained or had access to Confidential
Information or trade secrets during the last two (2) years of his or her employment with the Company. For the purposes of this Section
2, the term “contact” means interaction between the Employee and the customer which takes place to further the business relationship,
or making (or assisting or supervising the making of) sales to or performing or providing (or assisting or supervising the performance
or provision of) services or products for the customer on behalf of the Company. For purposes of this Section 2, the term “contact”
with respect to a “prospective” customer means interaction between the Employee and a potential customer of the Company which
takes place to obtain the business of the customer on behalf of the Company.


 






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 3. Restrictive Covenants: Employees.




 


The Employee acknowledges and
agrees that solely as a result of employment with the Company, and in light of the broad responsibilities of such employment which include
working with other employees of the Company, the Employee has and will come into contact with and acquire Confidential Information and
trade secrets regarding the Company’s other employees and its principals. Accordingly, the Employee covenants and agrees that both
during his or her employment with the Company and during the Restricted Period, the Employee will not, either on the Employee’s
own account or on behalf of any person, company, corporation, or other entity, directly or indirectly, (a) solicit, hire, encourage, or
assist others to solicit or to hire any individual who worked for the Company during the last two (2) years of Employee’s employment
with the Company; or (b) encourage any such individuals to terminate their employment or other working relationship with the Company,
or to breach their obligations to the Company.


 


 4. Restrictive Covenants: Confidentiality And Non-Disparagement. 




 


The Employee agrees that he
or she will not, during his or her employment with the Company or at any time after such employment ends for any reason (whether voluntary
or involuntary), use for his or her own or another’s purposes, or disclose to any other person or entity (other than in the proper
course of employment with the Company) any Confidential Information. This Section 4(a) shall not apply to any part of such Confidential
Information that comes into the public domain otherwise than by reason of an unauthorized disclosure, or that is disclosed to the Employee
on a non-confidential basis by a third party who is not bound by a duty of confidentiality. “Confidential Information”
shall be given its broadest possible interpretation and shall mean any and all information of the Company, its affiliates, subsidiaries,
and parents (collectively, “Company Entities”), including without limitation: (i) financial and business information
relating to any Company Entity, such as information with respect to costs, fees, profits, revenues, markets, mailing/client lists, strategies
and plans for future business, new business, product or other development, potential acquisitions or divestitures and new marketing ideas;
(ii) product and technical information relating to any Company Entity, such as software, software codes, computer models and research
and development projects; (iii) customer or investor information, such as the identity of any Company Entity’s clients or investors,
the names of representatives of Company Entity customer or investors responsible for entering into contracts with a Company Entity, the
amounts paid by such investors or customers to any Company Entity, specific customer or investor needs and requirements, specific customer
or investor risk characteristics, and specific customer or investor preferences; (iv) personnel information, such as the identity and
number of any Company Entity’s other employees and officers, their salaries, bonuses, benefits, skills, qualifications, and abilities;
(v) any and all information in whatever form relating to any customer or prospective customer of a Company Entity, including but not limited
to its business, employees, operations, systems, assets, liabilities, finances, products, and marketing, selling and operating practices;
(vi) any information related to any security system of any Company Entity or any of employees, (vii) any and all information pertaining
to the business and or personal affairs of the Company’s partners, members and employees, including but not limited to their personal
lives, characteristics, opinions, ideas, conduct, habits or background or their business or financial condition, affairs, dealings or
operations or their personal database, personal photographs or videotapes, purchases, travel itineraries, social interactions, tax information,
emails, private conversations, phone calls and correspondence; (viii) any information not included in (i) through (vii), above, which
the Employee knows or should know is subject to a restriction on disclosure or which the Employee knows or should know is considered by
any Company Entity’s clients or prospective clients to be confidential, sensitive, proprietary, or a trade secret or is not readily
available to the public; or (ix) intellectual property, including inventions and copyrightable works. Confidential Information is not
generally known or available to the general public, but has been developed, compiled, or acquired by the Company at its effort and expense.
Confidential Information can be in any form, including but not limited to verbal, written, or machine readable, including electronic files.
By way of example but not limitation of the foregoing, Confidential Information may be acquired by observing documents, things, people
or events, by direct communication with clients or others or by overhearing conversations in person or over the telephone or otherwise.


 


Immediately upon the termination
of employment with the Company for any reason, or at any time the Company so requests, the Employee will return to the Company: (i) any
originals and all copies of all files, notes, documents, slides (including transparencies), computer disks, printouts, reports, lists
of the Company’s clients or leads or referrals to prospective clients, and other media or property in the Employee’s possession
or control that contain or pertain to Confidential Information or trade secrets; and (ii) all property of the Company, including, but
not limited to, supplies, keys, access devices, books, identification cards, computers, telephones and other equipment. The Employee agrees
that upon completion of the obligations set forth in this subparagraph, and if requested by the Company, the Employee will execute a statement
declaring that he or she has retained no property of the Company or materials containing Confidential Information, nor has he or she supplied
the same to any person, except as required to carry out his or her duties as an employee of the Company.


 


The Employee further agrees
that, except as required by law, the Employee will not do or say (or omit to do or say) anything that is intended, or might reasonably
be expected, to harm or disparage the Company Entities, any of its or their clients or prospective clients or any of the Company Entity’s
employees or to impair the reputation of any of the foregoing, or the reputation of any of its services, products, officers, or employees.


 


Employee further agrees that
Employee shall not, on Employee’s own initiative or in response to an inquiry, discuss or disclose, in any medium, any matters affecting
or concerning any Company Entity with a member of the media, unless a duly authorized representative of the affected Company Entity has
provided prior written consent. Any media inquiries regarding either of the aforementioned should be referred immediately to Employee’s
immediate superior.


 






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 5. Inventions




 


Employee hereby assigns
to the Company all of Employee’s right, title and interest in and to, and shall disclose promptly to the Company, any and all work
product, trade secrets, developments, processes, inventions, ideas and discoveries, and works of authorship developed, discovered, improved,
authored, derived, invented or acquired by Employee during the period of Employee’s employment by the Company (collectively, “Work
Product”), whether or not during business hours, that are either related to the scope of Employee’s employment by the
Company or make use, in any manner, of the resources of the Company, and agrees that such Work Product shall be and shall remain the exclusive
property of the Company. Employee further agrees that all Work Product that is made by Employee (solely or jointly with others) within
the scope of and during the period of the Employee’s employment relationships constitutes “works made for hire” (to
the greatest extent permitted by applicable law) and are compensated by Employee’s salary. Employee agrees to execute any documentation
required by the Company to protect its rights hereunder and appoints the Company as attorney-in-fact to execute any documentation to protect
the Company’s rights pursuant to this Agreement should Employee be unwilling or unable to do so, and to further agrees to assist
the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the
Work Product and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto
in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto,
the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its
designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights;
provided, however, that Employee and Company understand that Work Product shall not include any invention which qualifies fully under
the provisions of subdivision (a) of California Labor Code Section 2870, other than those stated in subsections (1) and (2) thereof.


 


 6. Employee’s Acknowledgment.




 


The Employee hereby expressly
acknowledges and agrees that (a) the restrictions and obligations set forth in and imposed by Sections 1-5 will not prevent
Employee from obtaining gainful employment in Employee’s field of expertise or cause Employee undue hardship; and (b) the restrictions
and obligations imposed on Employee under Sections 1-5 are necessary to protect the legitimate business interests of the Company including
its Confidential Information, and are reasonable in view of the benefits and consideration Employee has received or will receive from
the Company. Employee agrees to provide a copy of this Agreement to any prospective employer or business partner prior to accepting employment
or entering into any other business relationship with such prospective employer or business partner.


 


7.   Exceptions.


 


Nothing in this provision
is intended to prohibit or prevent you from participating or testifying in any administrative, legislative, or judicial proceeding, concerning
alleged criminal conduct or alleged sexual harassment if requested or required by a court or arbitrator’s order, subpoena, or written
request from and administrative agency or legislature. Nor shall anything herein bar you from reporting or receiving any whistleblower
award under any governing program.


 


Also, under the federal Defend
Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under federal or state trade secret law for the
disclosure of a trade secret, provided the disclosure: (A) is made in confidence to a federal, state, or local government official, either
directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law;
or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it
is not made public. Additionally, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation
of the law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court or arbitration
proceeding, provided the individual files any document containing the trade secret under seal, and does not disclose the trade secret,
except as permitted by court or arbitrator’s order.


 


 8. Equitable Relief.




 


In recognition of the fact that
irreparable injury will result to the Company in the event of a breach by the Employee of his or her obligations under Section 1-5 of
this Agreement, that monetary damages for such breach would not be readily calculable, and that the Company would not have an adequate
remedy at law therefor, the Employee acknowledges, consents, and agrees that in the event of such breach, or the threat thereof, the Company
shall be entitled, in addition to any other legal remedies and damages available, to (a) specific performance thereof and to temporary
and permanent injunctive relief (without the necessity of posting a bond) to restrain the violation or threatened violation of such obligations
by the Employee and persons acting for or in connection with the Employee and (b) recovery of all reasonable sums and costs, including
attorneys’ fees, incurred by the Company in seeking to enforce the provisions of this Agreement.


 






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 9. Severability.




 


The parties agree they have
attempted to limit the scope of the post-employment restrictions contained herein to the extent necessary to protect Confidential Information
and trade secrets, client relationships, and goodwill. It is the desire and intent of the parties that the provisions of this Agreement
shall be enforced to the fullest extent permissible under applicable law and public policies. Accordingly, if any particular portion of
this Agreement shall be adjudicated to be invalid or unenforceable, this Agreement shall be deemed amended to delete therefrom such invalid
portion, and reformed to the extent valid and enforceable. Such deletion and reformation shall apply only with respect to the operation
of this Agreement in the particular jurisdiction in which such adjudication is made.


 


 10. Other Agreements and Obligations Survive.




 


Neither the Employee nor the
Company intends to waive or release the applicability of any other more extensive legal or contractual obligations the Employee may owe
the Company at any particular time, including under any employment agreement between the Employee and the Company whether executed prior
to this Agreement or at any time hereafter with regard to the subject matters of Sections 1-5.


 


The obligations of the Employee
under this Agreement shall be independent of, and unaffected by, and shall not affect, other agreements, if any, binding the Employee
that apply to the Employee’s business activities during and/or subsequent to the Employee’s employment by the Company, including
any employment agreement between the Employee and the Company whether executed prior to this Agreement or at any time hereafter. The obligations
under this Agreement also shall survive any changes made in the future to the employment terms of the Employee, including, but not limited
to, changes in salary, benefits, bonus or incentive compensation, job title, and job responsibilities.


 


11.   Employment
Unaltered.


 


The Employee understands that
this Agreement does not constitute a contract of employment and does not promise or imply that his or her employment will continue for
any period of time. Unless otherwise agreed to under any employment or other agreement between the Employee and the Company whether executed
prior to this Agreement or at any time hereafter, employment with the Company is “at will” and may be terminated either by
the Employee or the Company at any time, for any or no reason, and with or without notice.


 


 12. Binding Effect; Assignment.




 


The Employee expressly consents
to be bound by the provisions of this Agreement for the benefit of the Company or any of its subsidiaries or affiliates to whose employ
he or she may be transferred without the necessity that this Agreement be re-signed at the time of such transfer. Further, the rights
of the Company hereunder may be assigned, without consent of the Employee, at any time, to any successor in interest of the Company, or
any portion thereof, by reason of merger, consolidation, sale, lease or other disposition of any or all of the assets or stock of the
Company.


 






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 13. Governing Law and Choice of Forum.




 


This Agreement shall be governed
by, and construed in accordance with, the law of the State of New York, without regard to its conflict of law provisions. The parties,
being desirous of having any disputes resolved in a forum having a substantial body of law and experience with the matters contained herein,
agree that any action or proceeding with respect to Paragraph 7 of this Agreement shall be brought as provided in the Employment Agreement
to which this Agreement is appended.


 


 14. Non-Waiver.




 


The failure of either the Company
or the Employee, whether purposeful or otherwise, to exercise in any instance any right, power, or privilege under this Agreement or under
law shall not constitute a waiver of any other right, power, or privilege, nor of the same right, power, or privilege in any other instance.
Any waiver by the Company or by the Employee must be in a written or electronic instrument signed by either the Employee, if the Employee
is seeking to waive any of his or her rights under this Agreement, or by a senior executive officer of the Employer, if the Company is
seeking to waive any of its rights under this Agreement.


 


 15. Modification.




 


No modification of this Agreement
shall be valid unless made in a written or electronic instrument signed by both parties hereto, wherein specific reference is made to
this Agreement.


 


 16. Cooperation. 




 


Both during the Employee’s
employment with the Company and after the termination thereof for any reason, the Employee agrees to provide cooperation as reasonably
requested by the Company regarding any claim, potential claim, or regulatory matter to which the Employee has knowledge.


 


17.   Subpoena.


 


In the event that you
receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar
process) to disclose all or any part of the Confidential Information you agree to (a) promptly notify the Company in writing of the existence,
terms and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available
steps to resist or narrow such request or requirement, and (c) assist the Company in seeking a protective order or other appropriate remedy.
In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof,
you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure
by you not permitted by this Employment Agreement.


 





	ACCEPTED AND AGREED TO:	 
	 	 
	Executive	 
	 	 	 
	By:	/s/
    Daniel Schneiderman	 
	Name:  	Daniel Schneiderman	 


 


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