February
10, 2017


 


Andrew
Astor


1350
West Fullerton Ave., Apt 501


Chicago,
IL 60614


 


Re:
Employment Offer


 


Dear
Andy,


 


On
behalf of the Board of Directors of Nephros, Inc., I am pleased to offer you the position of Chief Financial Officer, reporting
to the Chief Executive Officer. Initially, the position is 50% time. After approximately 6 to 9 months following your start date,
we expect to consider increasing your position to full time. Although you will be primarily based at your homes in the Chicago,
Illinois and San Francisco, California areas, we expect that you will travel to and work from the Company’s New Jersey offices
approximately half of the time you are working.


 


As
CFO, your primary responsibility will be to manage the administrative, financial, and risk management operations of the company,
including developing and tracking financial and operational strategies, and support the ongoing development and monitoring of
control systems designed to preserve company assets and to report accurate financial results. Additionally, you will be expected
to represent the Company in communications with investors, bankers, and analysts. During the initial part-time phase of your employment,
your responsibilities will necessarily be more limited, and will be mutually agreed between you and the CEO.


 


The
initial base monthly compensation for this position will be $10,000 per month. Following the transition to full-time, we expect
to increase your base annual compensation to $250,000. You will be eligible for up to a 25% annual bonus, based primarily on company
performance.


 


Subject
to approval of the Company’s board of directors, you will be granted a stock option to purchase a number of shares of the
Company’s common stock equivalent to 1% of the Company’s fully diluted outstanding shares to be priced and granted
at the next board meeting. Your right to exercise the stock option will vest partially on a time-basis, and partially on achieving
certain corporate goals.


 


Benefits:
The Company currently provides its employees with the following benefit package, as described more fully below:


 


	 	●	Health
    plan - up to 90% premium company paid
	 	●	Flexible
    Spending Account - Can be used for healthcare related and certain dependent care.
	 	●	Dental
    Plan - company paid
	 	●	Vision
    Plan - company paid
	 	●	Life
    Insurance - up to 100% base salary
	 	●	Long
    Term Disability Plan - company paid
	 	●	Short
    Term Disability Plan - company paid
	 	●	SIMPLE
    IRA Savings Plan with up to 3% company match
	 	●	Paid
    Holidays - Ten (10) Designated Company Holidays


 




    	 	 	 



    	 



    

 


Insurance:
Based upon your start date listed below, all insurance coverage periods will take effect between thirty (30) and sixty (60)
days after your start date, depending on the health plan timing restrictions.


 


PTO:
Following the transition to full time, you will have 20 PTO days annually, with prior approval of your manager. During the
initial 50% time phase of employment, 50% pro rata PTO will be granted. Nephros employs a “use it or lose it” policy
where it is lawful.


 


Termination
Benefit: Following one year of employment, you will be entitled to three months of base salary and three months of continued
health benefits in the event your employment is terminated by the Company without cause. Following two years of employment, you
will be entitled to six months base salary and six months of health benefits in the event you are terminated without cause. Any
such health insurance benefits provided to you post-termination will be on the terms and conditions then in effect for the Company’s
employees. For purposes of this paragraph, “cause” means (i) your substantial failure to perform your job duties,
including any failure or refusal to follow a reasonable and lawful direction of the Company’s Board or CEO, provided that
if such failure or refusal is capable of being remedied, the Company will provide written notice to you specifying the nature
of your failure or refusal and demanding that such failure or refusal be remedied within 14 days (and if so remedied, no “cause”
shall be deemed to exist); (ii) your conviction of a crime involving fraud, dishonesty or moral turpitude; (iii) your material
breach of a fiduciary obligations to the Company, provided that if such breach is capable of being remedied, the Company will
provide you with written notice specifying the nature of such breach and demanding that such breach be remedied within 14 days
(and if so remedied, no “cause” shall be deemed to exist); (iv) any intentional wrongdoing or fraudulent conduct committed
by you in the scope of your employment with the Company; (v) the intentional breach by you of the Company’s policies and
procedures in effect from time to time.


 


Please
note, that as set forth in the Company’s Personnel Policies and Procedures, the employee benefits provided to you by the
Company are subject to change by the Company, in its sole discretion, at any time and from time to time.


 


Start
Date: Your employment shall start on February 13, 2017.


 


Even
though some provisions of this letter refer to future dates, they are merely reference points for certain events that are scheduled
for as long as you are employed by the Company. Your employment with the Company is for an indefinite term and nothing in this
letter modifies your at-will employment relationship with the Company. Further, your employment will also be subject to the Company’s
“2007 Personnel Policies and Procedures,” your entry into a Confidentiality, Invention Assignment and Non-Competition
Agreement in the form separately provided to you, and Nephros’ general satisfaction with your work performance. You may
terminate your employment with the company for any reason with a written notice. Additionally, Nephros may terminate your employment,
for any reason, upon written notice.


 




    	 	 	 



    	 



    

 


If
you have any questions regarding the details of this offer, please feel free to contact me. We are very excited about having you
on our team! If you agree to the conditions that have been outlined, please sign, date, scan and return by e-mail at your earliest
convenience.


 


	Respectfully,	 
	 	 
	Daron
    Evans 	 
	President
    & CEO	 
	 	 
	Accepted:	 
	 	 
	/s/
    Andrew Astor	 
	Andrew
    Astor