Exhibit 10.17


 





February 8, 2021


 


John Mastrototaro


Mastrj22@gmail.com


 


		Re:	Offer of Employment by Movano Inc.



 


Dear John:


 


I am very pleased to confirm our offer to
you of employment with Movano Inc. (the “Company”). The terms of our offer and the benefits currently
provided by the Company are as follows:


 


1. Position
and Start Date. You are being offered the position of Chief Executive Officer, and you will report to the Company’s
Board of Directors (the “Board”). You will have the duties, responsibility and authority customary for
such position, as well as any other duties the Board may assign to you. This is an exempt position based both remotely and in our
Pleasanton, CA office. Your anticipated start date will be between March 1, 2021 – April 1, 2021, to be mutually agreed.



 


2. Starting
Salary. You will be paid a salary of $12,500 per semi-monthly pay period ($300,000 annualized), less applicable payroll
deductions and all required withholdings (the “Base Salary”), in accordance with the Company’s
regular payroll practices. Your Base Salary will be subject to periodic review by the Board for possible adjustment in its discretion.



 


3. Annual
Performance Bonus Eligibility. You will be eligible for an annual performance cash bonus (“Annual Bonus”),
up to 100% of your Base Salary, based on the Company’s overall performance and your achievement of specific individual performance
objectives (“Objectives”), in each case as determined by the Board in its discretion. The Objectives
and any applicable payout ratios will be established by the Board, with your input, during the first quarter of each calendar year
or at such other times as you and the Board may agree. Any Annual Bonus will be earned and paid within 21⁄2 months of the
end of the calendar year to which the Annual Bonus relates, so long as you are still employed by the Company on the payment date.
There is no guarantee that you will receive any particular Annual Bonus amount or any Annual Bonus at all. If your employment with
the Company ends for any reason before an Annual Bonus is paid, you will not be entitled to any pro-rata or other Annual Bonus
amount. Applicable payroll deductions and all required withholdings will be deducted from any Annual Bonus payments. 


 


4. Benefits.
In addition, you will be eligible to participate in regular health insurance, bonus and other employee benefit plans established
by the Company for its employees from time to time. You will also be eligible for the Company’s standard paid time off, sick
time and holidays benefits, on the same terms as other similarly-situated employees. 





 









    1


    




    

 


The Company will reimburse you for all reasonable,
necessary and approved business expenses, following your submission of appropriate supporting documentation, in accordance with
the Company’s expense reimbursement policy.


 


The Company reserves the right to modify
or cancel any benefits or other terms of employment at any time, as it deems appropriate in its sole discretion.


 


5. Options.



 


(a) We
will recommend to the Board that you be granted options to purchase up to 1,000,000 shares of Common Stock of the Company (the
“Options”) under our 2019 Omnibus Incentive Plan (the “Plan”) at the fair market value
of the Company's Common Stock, as determined by the Board on the date the grant is approved. The Options will vest over a four-year
period, 25% at the end of your first anniversary with the Company, and an additional 2.08% (1/48th) per month for the remaining
three years, so long as you remain employed by the Company. However, the grant of such Options by the Company is subject to the
Board’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create
any obligation on the part of the Company. The Options will be governed by and subject to the terms of the Plan and an applicable
Award Agreement, to be provided upon approval of the grant by the Board.


 


(b) Acceleration
upon Acquisition and Termination. In addition to any shares subject to the Option vesting and becoming exercisable pursuant
to the schedule noted above, if there is a Change in Control (as defined in the Plan, or otherwise determined by the Board) and
in connection with, anticipation of, or within 12 months after consummation of such Change in Control, an Involuntary Termination
occurs, then effective as of such Involuntary Termination, subject to your execution and non-revocation of a Release (as defined
below) on or before the time prescribed by the Company (or successor thereto), 100% of the then-unvested shares subject to the
Option shall vest and become exercisable.


 


As used herein, the following definitions
shall apply for all clauses of this contract and related exhibits:


 


“Cause” means any
of the following: (i) your willful failure to perform your duties and responsibilities to the Company after notice from the Company
and reasonable opportunity to cure (if cure is possible) or your violation of any written Company policy after notice from the
Company and reasonable opportunity to cure (if cure is possible); (ii) the commission of any act of fraud, dishonesty, theft, embezzlement,
misappropriation of assets or property of the Company or in relation to the Company or the Company’s customers, employees
or other business relations; (iii) gross negligence, misconduct, neglect of duties, or breach of fiduciary duty to the Company;
(iv) knowing, intentional or willful action without the taking of reasonable care that results in a violation of law in connection
with your services to the Company or the Company’s securities; (v) material breach of an employment or other agreement with
the Company after notice from the Company and reasonable opportunity to cure (if cure is possible); (vi) the conviction of or plea
of guilty or nolo contendre to a felony, or any crime involving moral turpitude; (viii) acceptance of or engaging in during employment,
without the Company’s advance written consent, a services relationship with a competitor of the Company whether or not for
compensation; (ix) acceptance or engaging during employment, without the Company’s advance written consent or 30 days advance
written notice to the Company, of a full-time position or full-time equivalent position with any other person or entity or any
other services relationship with any other person or entity that materially interferes with your ability to perform your duties
and responsibilities; or (ix) the intentional unauthorized use or intentional or grossly negligent disclosure of any proprietary
information or trade secrets of the Company or any other person or entity to whom you owe an obligation of nondisclosure as a result
of your relationship with the Company.


 


 









    2


    




    

 


“Involuntary Termination”
means your employment with the Company is terminated by the Company (or successor thereto) other than for Cause.


 


“Release” means
a general release of all claims that you may have against the Company or persons affiliated with the Company (including any successor
thereto) in the form prescribed by the Company (or successor thereto) without alterations.


 


6. Severance.


 


(a) In
the event of an Involuntary Termination, and provided you comply with all the conditions specified below, you will receive the
following severance benefits from the Company:


 


(i) The
Company will pay you cash severance equal to twelve (12) months of your Base Salary, in equal installments, less applicable payroll
deductions and required withholdings, over a period of twelve (12) months following your date of termination, on the Company’s
regularly scheduled payroll dates, commencing with the first such date that occurs on or after the Release (defined below) becomes
effective and irrevocable;


 


(ii) 
You will receive a pro-rated amount of your Annual Bonus based on the number of days you are employed during the calendar year
in which your termination occurs, to be paid in a lump-sum, less applicable payroll deductions and required withholdings, within
thirty (30) days after the Release (defined below) becomes effective and irrevocable; and


 


(iii) 
If you timely elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
the Company will reimburse you for the full amount of the monthly premium for such coverage from the first date you lose health
coverage as an employee of the Company until the earliest of (i) the date the Company has paid your premiums for COBRA coverage
for a total of twelve (12) months, (ii) the expiration of your continuation coverage eligibility under COBRA, or (iii) the
date when you become eligible to receive substantially equivalent health insurance coverage from another employer. Any COBRA reimbursements
will be treated as taxable income to you.


 









    3


    




    

 


(b) Your
receipt of any of the above severance benefits from the Company is subject to and conditioned on you: (i) signing and not revoking
a comprehensive release of claims against the Company and any of its affiliates or related parties or persons, in a form acceptable
to the Company (the “Release”); (ii) promptly returning all Company information and property in your
possession, as provided in the ECIIA (defined below); (iii) immediately and irrevocably resigning as a member of the Board and
any other corporate offices then held with the Company or any of its affiliates; and (iv) continuing to fully comply with, and
not violating, any provisions of the Release and your ECIIA (defined below). In no event will any severance benefits be paid or
provided to you until the Release becomes effective and irrevocable. If you at any time breach any of the above conditions, or
any continuing obligations to the Company imposed by law or contract, all remaining severance payments and benefits will immediately
cease and you will be responsible for promptly repaying the Company for any severance payments or benefits previously provided
to you.


 


(c) You
will not be entitled to any other payments or severance benefits, except as provided in this Agreement, in the event of any Involuntary
Termination or other termination of your employment with the Company of any kind.


 


7. Protection
of Confidential and Proprietary Information. Your employment with the Company is contingent on your execution, delivery
to the Company, and full compliance with the Company’s Employee Confidential Information and Invention Assignment Agreement
(“ECIIA”), attached for your review and signature prior to your start date. 


 


8. No
Breach of Obligations to Prior Employers. We wish to impress upon you that we do not want you to, and we hereby direct
you not to, bring with you any confidential or proprietary material or information of any former employer or violate any other
obligations you may have to any former employer. By signing this letter, you represent that, prior to your first day of work with
the Company, you previously returned any confidential, proprietary or trade secret information belonging to any prior employer,
and agree (a) not bring any such information on the Company’s premises, and (b) not to use any such information in your employment
with the Company. You will also strictly adhere to the terms of any lawful restrictive covenants entered into between you and any
prior employers. By signing below, you represent that your employment with Company will not breach any other agreement to which
you are a party and that you have not, and further agree, that during the term of your employment with the Company, you will not
enter into any agreement (written or oral) or engage in any activity that conflicts with any of the provisions of this letter,
any other agreements with the Company, or any of the Company’s policies.


 


9. No
Competition During Employment. At all times during employment with the Company, you will devote your full energies, abilities
and productive business time to the performance of your job for the Company and will not engage in any activity that would in any
way interfere or conflict with the full performance of any of your duties for the Company. You agree to not engage in any
employment, business or activity that is in any way competitive with the business or proposed business of the Company. You have
previously disclosed to the Company in writing any other gainful employment, business or activity that you are currently associated
with or wish to continue to participate in that may compete with the Company, and will not engage in any such activities during
employment without prior written consent from the Board. You will also not assist any other person or organization in competing
with the Company or in preparing to engage in competition with the business or proposed business of the Company. 


 









    4


    




    

 


10. Compliance
with Company Policies. You agree to comply at all times with all Company policies, rules and procedures as they may be
established, stated and/or modified from time to time at the Company’s sole discretion, including without limitation, any
polices, rules and procedures contained in the Company’s Employee Handbook and Code of Conduct. In this regard, among other
things, you will be expected to comply at all times to the Company’s standards of professionalism, loyalty, integrity, honesty,
reliability and respect for others. You will also comply at all times with your confidentiality obligations to the Company and
its clients, customers, or business partners and all laws and regulations applicable to the Company’s business and performance
of your duties for the Company. 


 


After receipt of the respective Company
policies, if so requested by the Company, you agree to timely sign and deliver to the Company acknowledgement of receipt forms
for any policy statements provided to you. As and when requested, you will also sign periodic forms to certify your continuing
full compliance with the Company’s policies. If at any time, based on subsequent events, any of your prior representations,
acknowledgements or warranties become incomplete or inaccurate, you agree to immediately notify the Company’s Board, in writing,
of the applicable change(s). You also agree that, during the term of your employment with the Company and at all times thereafter,
you will fully cooperate, without additional compensation, with the Company and/or its representatives and, if requested or compelled,
will provide truthful information or testimony in connection with any internal, external or regulatory investigation of the Company,
its operations or any aspect of the Company’s business, any workplace matters or any disputes of any kind about which you
have or may have any relevant information.


 


11. At
Will Employment. Your employment with the Company is for no specified duration and may be terminated either by you or the
Company at any time and for any reason whatsoever, with or without cause or advance notice, except that you agree to notify the
Company in writing at least 30 days in advance of any resignation. The Company also retains the right to make all other decisions
concerning your employment (e.g., changes to your position, title, level, responsibilities, compensation, job duties, reporting
structure, work location, work schedule, goals or any other managerial decisions) at any time, with or without cause or advance
notice, as it deems appropriate in its sole discretion. Any statements or representations to the contrary (and, indeed, any statements
contradicting any provision in this letter) are superseded by this agreement. Further, your participation in any stock option or
benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Although your
job duties, title, compensation and benefits, as well as the Company’s personnel policies and practices, may change from
time to time, the “at-will” nature of your employment may be changed only in an express, written employment agreement
signed by you and the Chair of the Company’s Board (or his or her delegate other than you). 


 






    5


    




    

 


12. Tax
Matters. All forms of compensation referred to in this agreement are subject to reduction to reflect applicable withholding
and payroll taxes and other deductions required by law. You and the Company intend that any payments and benefits to be provided
to you will comply with or be exempt from Section 409A of the Internal Revenue Code (“Section 409A”).
If either you or the Company reasonably determines that any payment or benefit provided to you will violate Section 409A, you and
the Company will make reasonable efforts to restructure the payment in a manner that is either exempt from or compliant with Section
409A while maintaining the original intent and economic benefit of the applicable provision. Such efforts may include executing
amendments to this agreement as may be reasonably necessary to ensure compliance with Section 409A. In no event, however, will
the Company be liable for any additional tax, interest or penalty that may be imposed on you pursuant to Section 409A or damages
for failing to comply with Section 409A.


 


13. Authorization
to Work. Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within
three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization
to work in the United States.


 


14. Arbitration
and Class Action Waiver. You and the Company agree to submit to mandatory binding arbitration any and all claims arising
out of or related to your hiring, employment and/or termination of employment with the Company, including, but not limited to,
any statutory or common law claims against you, the Company or any of the Company’s agents or employees for unpaid wages,
breach of contract, wrongful termination, torts, stock or stock options or other ownership interest in the Company, and/or discrimination
(including harassment) based upon any federal, state or local ordinance, statute, regulation or constitutional provision except
as otherwise specified below (collectively, “Arbitrable Claims”). Further, to the fullest extent permitted
by law, you and the Company agree that no class or collective actions can be asserted in arbitration or otherwise. All claims,
whether in arbitration or otherwise, must be brought solely in your or the Company’s individual capacity, and not as a plaintiff
or class member in any purported class or collective proceeding. Nothing in this Arbitration and Class Action Waiver section, however,
restricts your right, if any, to file in court a representative action under applicable law, including California Labor Code Sections
2698, et seq.


 


SUBJECT
TO THE ABOVE PROVISO, THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS. THE PARTIES
FURTHER WAIVE ANY RIGHTS THEY MAY HAVE TO PURSUE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION PERTAINING TO ANY CLAIMS BETWEEN
YOU AND THE COMPANY.


 









    6


    




    

 


This agreement to arbitrate does not restrict
your right to file administrative claims you may bring before any government agency where, as a matter of law, the parties may
not restrict the employee’s ability to file such claims (including, but not limited to, the National Labor Relations Board,
the Equal Employment Opportunity Commission and the Department of Labor). However, the parties agree that, to the fullest extent
permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims. The arbitration
shall be conducted in San Francisco, California through JAMS before a single neutral arbitrator, in accordance with the JAMS employment
arbitration rules then in effect, pursuant to the Federal Arbitration Act, Title 9, U.S.C, §1, et seq. The JAMS rules
may be found and reviewed at http://www.jamsadr.com/rules-employment-arbitration. If you are unable to access these rules, please
let me know and I will provide you with a hardcopy. The arbitrator shall issue a written decision that contains the essential findings
of fact and conclusions of law on which the decision is based. If, for any reason, any term of this Arbitration and Class Action
Waiver provision is held to be invalid or unenforceable, all other valid terms and conditions herein shall be severable in nature,
and remain fully enforceable. The Company will pay all costs for JAMS to administer the arbitration and the costs for the arbitrator
less those amounts you would otherwise be required to pay were the claim(s) adjudicated in court.


 


This arbitration provision shall not apply
to any claims for workers’ compensation or unemployment insurance benefits or any claims for injunctive or other similar
equitable relief, including related to the improper use, disclosure or misappropriation of a party’s private, proprietary,
confidential or trade secret information. Except if prohibited by law, before commencing any arbitration proceedings, you and the
Company agree to (1) notify each other in writing of any dispute involving you and the Company or any of its agents or employees
and (2) to make a good faith effort to resolve any such dispute, either directly or, if mutually agreed, through private mediation.


 


15. Background
Check. By signing below you: (1) warrant and confirm that any information you have provided to the Company in connection
with your consideration for employment is all true and correct to the best of your knowledge; (2) consent to the Company (or its
designate) performing a background check on you; and (3) expressly release the Company from any claim, cause of action or liability
of any kind arising out of or in any way related to the Company’s efforts to verify your background or other information
about you. This offer is contingent upon a satisfactory verification of criminal, education, driving, employment background or
other information about you. You have a right to review copies of any public records obtained by the Company in conducting this
verification process if you so request. This offer can be rescinded based upon data received in the verification. 


 


16. Entire
Agreement; Modification. This letter constitutes the entire agreement between you and the Company with respect to the subject
matter hereof and supersedes all prior offers, negotiations and agreements, if any, whether written or oral, by anyone relating
to such subject matter. You acknowledge that neither the Company nor its agents have made any promise, representation or warranty
whatsoever, either express or implied, written or oral, which is not contained in this agreement for the purpose of inducing you
to execute the agreement, and you acknowledge that you have executed this agreement in reliance only upon such promises, representations
and warranties as are contained herein. The terms of this agreement may only be modified in a writing signed by both you and the
Chair of the Company’s Board.


 









    7


    




    

 


17. Governing
Law; Unenforceability; Successors; Counterparts. This agreement will be governed by the laws of the State of California,
without regard to any conflict of law rules. In the event that any provision of this agreement is ever determined by an applicable
tribunal to be void or unenforceable, the remaining provisions of the agreement will not be affected and will remain in full force
and effect, to the fullest extent permitted by law. This agreement will inure to the benefit of and be binding on you and the parties
and their respective successors, heirs, agents, legal representatives and, in the case of the Company, its assigns. This agreement
may be executed in counterparts and by facsimile, pdf/email, or other electronic means and, when so executed, shall be considered
one and the same instrument, have the same force and effect as an original, and constitute a binding agreement on each of the parties.


 


18. Acceptance.
This offer will remain open until February 28, 2021, at which time the offer will expire if not accepted. If you decide to accept
our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature
will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached
documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.


 


We look forward to
the opportunity to welcome you to the Company.


 





	 	Very truly
yours,
	 	 
	 	/s/ Emily
Fairbairn
	 	Emily Fairbairn,
Chair of the Board



 


Enclosures:


Confidential Information and Invention Assignment Agreement
(ECIIA)


 









    8


    




    

 





ACCEPTED AND AGREED:


 


I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT
I FULLY UNDERSTAND ALL OF ITS TERMS AND CONDITIONS, AND THAT I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN RELIANCE
ON ANY PROMISES OR REPRESENTATIONS EXCEPT THOSE CONTAINED IN THIS AGREEMENT. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM
GIVING UP MY RIGHT TO A JURY TRIAL. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT
WITH MY OWN LEGAL COUNSEL PRIOR TO SIGNING AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO.


 


	/s/ John Mastrototaro	 	Date signed: 2/8/2021
	John Mastrototaro	 	 



 


 


 


9