Exhibit 10.45


 


EMPLOYMENT SERVICES AGREEMENT


 


This Employment Services
Agreement (the “Agreement”) is entered into as of the 11th day of April, 2016 by and between Calmare
Therapeutics, Inc., a Delaware corporation, with a business address of 1375 Kings Highway East, Fairfield, CT 06824 (the “Company”),
and Thomas P. Richtarich (“Executive”).  


 


INTRODUCTION


 


WHEREAS, the
Company desires to employ the Executive under the title and capacity set forth on Schedule A hereto and the Executive desires
to be employed by the Company in such capacity, subject to the terms of this Agreement;


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:


 


1. Employment Period.
The term of the Executive’s employment by the Company pursuant to this Agreement (the “Employment Period”)
shall commence upon the date hereof (the “Effective Date”) and shall continue for that period of calendar months
from the Effective Date set forth on Schedule A hereto. Thereafter, the Employment Period shall be renewed by mutual agreement
unless either party shall have given to the other at least thirty (30) days’ prior written notice of their intention
not to renew the Executive’s employment prior to the end of the Employment Period or the then applicable renewal term, as
the case may be. In any event, the Employment Period may be terminated as provided herein. 


 


2. Employment; Duties.


 


(a) General. Subject
to the terms and conditions set forth herein, the Company shall employ the Executive to act for the Company during the Employment
Period in the capacity set forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and
responsibilities of the Executive shall include such duties and responsibilities appropriate to such office as the Company’s
Chief Executive Officer (“CEO”) and the Board of Directors (the “Board”) may from time to time reasonably
assign to the Executive, as initially specified on Schedule A attached hereto, with such authority and responsibilities,
including Company-wide executive, administrative and finance functions as are normally associated with and appropriate for such
position.


 


(b) Executive recognizes
that during the period of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company, and Executive
will use Executive's good faith efforts to promote and develop the business of the Company and its subsidiaries (the Company’s
subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”). Executive
shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services as an
executive of the Company. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and
business of the Company and the goodwill pertaining thereto, Executive shall perform the Executive’s duties under this Agreement
professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established
by the Company and the industry from time to time.


 


(c) However, the parties
agree that, subject to Board approval: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable
activities and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the
Company, as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph
and (ii) Executive may participate as a non-employee director and/or investor in other companies and projects as described by Executive
to the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere with the faithful
performance of his duties to the Company.


 




     


     

    

 


(d) Place of Employment.
The Executive’s services shall be performed at the Company’s offices located in 1375 Kings Highway East, Fairfield,
Connecticut 06824, and any other locus where the Company now or hereafter has a business facility, and at any other location where
Executive’s presence is necessary to perform his duties at his sole discretion. The parties acknowledge, however, that the
Executive may be required to travel in connection with the performance of her duties hereunder.


 


3. Base Salary.
The Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate per year indicated
on Schedule A hereto (the “Base Salary”). Once the Board has established the Base Salary, such Base Salary
may be increased on each anniversary of the Effective Date, at the Board’s sole discretion.


 


4. Bonus. (a)
The Company shall pay the Executive an annual bonus (the “Annual Bonus”), at such time as may be determined
by the Board in its sole discretion in the amount specified in Schedule A hereto. The Board may or may not determine that
all or any portion of the Annual Bonus shall be earned upon the achievement of operational, financial or other milestones (“Milestones”)
established by the Board in consultation with the Executive and that all or any portion of any Annual Bonus shall be paid in cash,
securities or other property. The Company may pay the Executive an additional bonus (the “Additional Bonus Incentives”),
at such time and amount as specific in Schedule A hereto based on specified milestones (the “Additional Milestones”).


 


(b) The Executive shall be eligible to
participate in any other bonus or incentive program established by the Company for executives of the Company.


 


5. Other Benefits


 


(a) Stock Option Grant.
The Executive shall be entitled to receive those stock options under the Company’s Equity Incentive Plan as specified in
Schedule A hereto. Any additional option grants to the Executive shall be at the option of the Board.


 


(b) Insurance and
Other Benefits. During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate
in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time
(the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s
other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established
by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of
this Agreement shall control.


 


(c) Vacation.
During the Employment Period, the Executive shall be entitled to an annual vacation of at least that number of working days set
forth on Schedule A hereto.


 


(d) Expense Reimbursement.
The Company shall reimburse the Executive for all reasonable business, promotional, travel and entertainment expenses incurred
or paid by the Executive during the Employment Period in the performance of Executive’s services under this
Agreement, provided that the Executive furnishes to the Company appropriate documentation required by the Internal Revenue Code
in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as the Company may
from time to time reasonably request.


 


6. Termination;
Compensation Due. The Executive's employment hereunder may terminate, and the Executive’s right to compensation
for periods after the date the Executive’s employment with the Company terminates shall be determined, in accordance
with the provisions of paragraphs (a) through (e) below:


 


(a) Voluntary
Resignation; Termination without Cause.


 


(i)
Voluntary Resignation. The Executive may terminate his employment at any time upon thirty (30) days prior written notice
to the Company. In the event of the Executive’s voluntary termination of his employment other than for Good Reason (as defined
below), the Company may be obligated to make payments to the Executive in accordance with the provisions of Sections 4 or 5 above,
and as required by this Agreement or by applicable law.


 




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(ii)
Termination without Cause. The Company may terminate the Executive’s employment with the Company at any time with
or without cause, by delivery to the Executive of a written notice of termination from the CEO or Chairman of the Board of Directors
of the Company.


 


(A)    If
the Executive’s employment is terminated by the Company without Cause, including in the event of a Change of Control, as
defined below, the Company shall (x) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s
employment is terminated) until the end of the Severance Period (as defined in Section 6(e) below), (y) with respect to the Annual
Bonus, to the extent the Milestones are achieved, pay the Executive a pro rata portion of the Annual Bonus for the year of the
Employment Period on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by
the Company, and (z) pay any other accrued compensation and Benefits. The Executive shall not have any further rights under this
Agreement or otherwise to receive any other compensation or benefits after such termination of employment.


 


(B)    If,
following a termination of employment without Cause, the Executive breaches the provisions of Sections 7, 8 or 9 hereof, the
Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 6 (a)(ii),
and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.


 


(b) Discharge for
Cause. Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause”
if any of the following events shall occur:


 


(i) any act
or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;


 


(ii) the willful
and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an employee
of the Company;


 


(iii) the Executive’s
conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or moral turpitude
or which could reflect negatively upon the Company or otherwise impair or impede its operations;


 


(iv) the Executive’s
engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), violence, threat
of violence or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the
Company or any of its Affiliates;


 


(v) the Executive’s
material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;


 


(vi) the Executive’s
refusal to follow the directions of the CEO or the Board;


 


(vii) any other
willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company
or any of its Affiliates, or


 


(viii) the
Executive’s breach of his obligations under Section 7, 8 or 9 of this Agreement.


 


In the event the Executive
is terminated for Cause, the Company shall have no obligation to make payments to the Executive in accordance with the provisions
of Sections 4 or 5 above, or, except as otherwise required by law, to provide the benefits described in Section 5 above, for periods
after the Executive's employment with the Company is terminated on account of the Executive's discharge for Cause except for the
then applicable Base Salary accrued through the date of such termination.


 




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(c) Disability.
The Company shall have the right, but shall not be obligated to terminate the Executive's employment hereunder in the event
the Executive becomes disabled such that he is unable to discharge his duties to the Company for a period of ninety
(90) consecutive days or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period, provided longer
periods are not required under applicable local labor regulations (a “Permanent Disability”). In the event of
a termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the Executive
in an amount equal to the then applicable Base Salary for the Severance Period (as defined below) after the Executive’s employment
with the Company is terminated due to a Permanent Disability. A determination of a Permanent Disability shall be made by a physician
satisfactory to both the Executive and the Company; provided, however, that if the Executive and the Company do not
agree on a physician, the Executive and the Company shall each select a physician and those two physicians together shall select
a third physician, whose determination as to a Permanent Disability shall be binding on all parties.


 


(d) Death.
The Executive's employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation
to make payments to the Executive in accordance with the provisions of Sections 0 or 0 above, or, except as otherwise required
by law or the terms of any applicable benefit plan, to provide the benefits described in Section 5 above, for periods after the
date of the Executive's death except for then applicable Base Salary earned and accrued through the date of death, payable to the
Executive or his successor.


 


(e) Termination for
Good Reason. The Executive may terminate this Agreement at any time for Good Reason. In the event of termination under this
Section 0(e), the Company shall pay to the Executive severance in an amount equal to the then applicable Base Salary for a period
equal to the number of months set forth on Schedule A hereto (the “Severance Period”), subject to the
Executive’s continued compliance with Sections 7, 8 and 9 of this Agreement for the applicable Severance Period following
the Executive’s termination, and subject to the Company’s regular payroll practices and required withholdings. Such
severance shall be reduced by any cash remuneration paid to the Executive because of the Executive’s employment or self-employment
during the Severance Period. The Executive shall continue to receive all Benefits during the Severance Period. The Executive shall
not have any further rights under this Agreement or otherwise to receive any other compensation or benefits after such resignation.
For the purposes of this Agreement, “Good Reason” shall mean any of the following (without Executive’s express
written consent):


 


(i) the assignment
to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that
he assumed on the Effective Date;


 


(ii) removal
of the Executive from his position as indicated on Schedule A hereto, or the assignment to the Executive of duties
that are significantly different from, and that result in a substantial diminution of, the duties that he assumed under this Agreement,
within twelve (12) months after a Change of Control (as defined below);


 


(iii) the taking
of any action by the Company that would, directly or indirectly, materially reduce the Executive’s benefits, unless said
reductions are pari passu with other senior executives of the Company; or


 


(iv) a
breach by the Company of any material term of this Agreement that is not cured by the Company within 30 days following receipt
by the Company of written notice thereof.


 


For purposes of this
Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation,
whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of 50% or more of the shares of
the outstanding equity securities of the Company, (ii) a merger or consolidation of the Company in which the Company does
not survive as an independent company or upon the consummation of which the holders of the Company’s outstanding equity securities
prior to such merger or consolidation own less than 50% of the outstanding equity securities of the Company after such merger or
consolidation, or (iii) a sale of all or substantially all of the assets of the Company; provided, however, that the following
acquisitions shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of common stock
or securities convertible into common stock directly from the Company, or (B) any acquisition of common stock or securities convertible
into common stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.


 




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(f)    Notice
of Termination.    Any termination of employment by the Company or the Executive shall be communicated
by a written “Notice of Termination” to the other party hereto given in accordance with Section 0 of this Agreement.
In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination
provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the date of
termination, which date shall be the date of such notice. The failure by the Executive or the Company to set forth in the Notice
of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Executive or the
Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance
in enforcing the Executive’s or the Company’s rights hereunder.


 


(g)    Resignation
from Directorships and Officerships.    The termination of the Executive’s employment for any reason
will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with
the Company or any of its Affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect
to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written
notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.


 


7. Inventions and
Patents. The Executive acknowledges that all inventions, innovations, improvements, know-how, plans, development, methods,
designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable
or reduced to practice) which related to any of the Company’s actual or proposed business activities and which are created,
designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company
or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable.
Any copyrightable work falling within the definition of Work Product shall be deemed a “work made for hire” and ownership
of all right title and interest shall rest in the Company. The Executive hereby irrevocably assigns, transfers and conveys, to
the full extent permitted by law, all right, title and interest in the Work Product, on a worldwide basis, to the Company to the
extent ownership of any such rights does not automatically vest in the Company under applicable law. The Executive will promptly
disclose any such Work Product to the Company and perform all actions requested by the Company (whether during or after employment)
to establish and confirm ownership of such Work Product by the Company (including without limitation, assignments, consents, powers
of attorney and other instruments).


 


8. Confidentiality
Covenants.


 


(a) The Executive understands
that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information
is written, oral or graphic.


 


For purposes of this
Agreement, “Confidential Information” means information, which is used in the business of the Company or its Affiliates
and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company or its Affiliates
some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental
to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by the Company or its Affiliates,
is known by the Executive to be considered confidential by the Company or its Affiliates, or from all the relevant circumstances
should reasonably be assumed by the Executive to be confidential and proprietary to the Company or its Affiliates, or (iv) is
not generally known by non-Company personnel. Such Confidential Information includes, without limitation, the following types of
information and other information of a similar nature (whether or not reduced to writing or designated as confidential):


 


(i) Internal
personnel and financial information of the Company or its Affiliates, vendor information (including vendor characteristics, services,
prices, lists and agreements), purchasing and internal cost information, internal service and operational manuals, and the manner
and methods of conducting the business of the Company or its Affiliates;


 




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(ii) Marketing
and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures, marketing
techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without limitation,
all information relating to any acquisition prospect and the identity of any key contact within the organization of any acquisition
prospect) of the Company or its Affiliates which have been or are being discussed;


     


(iii) Names
of customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity,
specifications and content of products and services purchased, leased, licensed or received by customers of the Company or its
Affiliates; and


     


(iv) Confidential
and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government agency or
other third party (including businesses, consultants and other entities and individuals).


 


The Executive hereby
acknowledges the Company’s exclusive ownership of such Confidential Information.


 


(b) The Executive agrees
as follows: (1) only to use the Confidential Information to provide services to the Company and its Affiliates; (2) only to communicate
the Confidential Information to fellow employees, agents and representatives on a need-to-know basis; and (3) not to otherwise
disclose or use any Confidential Information, except as may be required by law or otherwise authorized by the Board. Upon demand
by the Company or upon termination of the Executive’s employment, the Executive will deliver to the Company all manuals,
photographs, recordings and any other instrument or device by which, through which or on which Confidential Information has been
recorded and/or preserved, which are in the Executive’s possession, custody or control.


 


9. Representation.
The Executive hereby represents that the Executive’s entry into this Employment Agreement and performance of the services
hereunder will not violate the terms or conditions of any other agreement to which the Executive is a party.


 


10. Arbitration.
In the event of any breach arising from the performance of this Agreement, either party may request arbitration. In such event,
the parties will submit to arbitration by a qualified arbitrator with the definition and laws of the State of Connecticut. Such
arbitration shall be final and binding on both parties.


 


11. Governing Law/Jurisdiction.
This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed
by the internal laws of the State of Connecticut without regard to the conflicts of laws principles thereof.


 


12. Public Company
Obligations. Executive acknowledges that the Company is a public company whose Common Stock has been registered under the US
Securities Act of 1933, as amended (the “Securities Act”), and registered under the Exchange Act, and that this Agreement
may be subject to the public filing requirements of the Exchange Act. Executive acknowledges and agrees that the applicable insider
trading rules, transaction reporting rules, limitations on disclosure of non-public information and other requirements set forth
in the Securities Act, the Exchange Act and rules and regulations promulgated by the SEC may apply to this Agreement and Executive’s
employment with the Company. Executive (on behalf of himself, as well as the Executive’s executors, heirs, administrators
and assigns), absolutely and unconditionally agrees to indemnify and hold harmless the Company and all of its past, present and
future affiliates, executors, heirs, administrators, shareholders, employees, officers, directors, attorneys, accountants, agents,
representatives, predecessors, successors and assigns from any and all claims, debts, demands, accounts, judgments, causes of action,
equitable relief, damages, costs, charges, complaints, obligations, controversies, actions, suits, proceedings, expenses, responsibilities
and liabilities of every kind and character whatsoever (including, but not limited to, reasonable attorneys’ fees and costs)
in the event of Executive’s breach of any obligation of Executive under the Securities Act, the Exchange Act, any rules promulgated
by the SEC and any other applicable federal, state or foreign laws, rules, regulations or orders.


 


13. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof
and supersedes and cancels (i) any and all previous agreements, written and oral, regarding the subject matter hereof between the
parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both
parties hereto.


 




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14. Notices.
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed
to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered
or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees
at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:


 


	 	(a)	to the Company:
	 	 	 
	 	 	Calmare Therapeutics, Inc.
	 	 	1375 Kings Highway East
	 	 	Fairfield, Connecticut 06824
	 	 	Phone: (203) 368-6044
	 	 	Fax:     (203) 368-5399
	 	 	Attn:    President & CEO
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	Szaferman, Lakind, Blumstein & Blader, P.C.
	 	 	101 Grovers Mill Road, Second Floor
	 	 	Lawrenceville, New Jersey 08648
	 	 	Attn:  Gregg Jaclin. Esq.
	 	 	Fax:   (609) 275-4511
	 	 	 
	 	(b)	to the Executive:
	 	 	 
	 	 	To the latest address on file with the Company.


 


All such notices, requests
and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery,
(ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile
confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed
given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to
the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such
overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by
any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given
to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.


 


15. Severability.
If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances
other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and
each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable
provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent
of this Agreement.


 


16. Waiver.
The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof,
or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or
privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of
or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver
of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.


 




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17. Successors and
Assigns. This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this Agreement
nor any right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its right and
obligations hereunder, in whole or in part.


 


18. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.


 


19. Headings.
Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


20. Opportunity
to Seek Advice. The Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial and other
advice and representation as he has deemed appropriate in connection with this Agreement, that the Executive is fully aware of
its legal effect, and that Executive has entered into it freely based on the Executive’s judgment and not on any representations
or promises other than those contained in this Agreement.


 


21. Withholding
and Payroll Practices. All salary, severance payments, bonuses or benefits payments made by the Company under this Agreement
shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid in the ordinary
course pursuant to the Company’s then existing payroll practices.


 


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


 


[The
next page is the signature page]


 




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EXECUTIVE:


 


	 	/s/ Thomas P. Richtarich	 
	 	Thomas P. Richtarich	 


 


CALMARE THERAPEUTICS, INC.


  


	 	By:	 /s/ Conrad Mir
	 	 	 
	 	Name: Conrad Mir
	 	Title: President & CEO


 




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Schedule A 


 


		1.	Employment Period: Eighteen (18) calendar months,
renewable by mutual agreement.



 


		2.	Employment:



 


		a.	Title: Vice President and Chief Financial Officer



 


		b.	Executive Duties: Perform such services and duties
as are normally and customarily associated with the positions of Chief Financial Officer as well as such other associated duties
as the Company’s CEO and Board of Directors shall reasonably determine. Executive shall devote sufficient time, attention
and energies during regular business hours to effectively perform his duties and obligations hereunder.



 


		3.	Base
Salary: One hundred fifty thousand dollars ($150,000) per year per year.


 


		4.	Bonus:
40% of the Base Salary, payable annually after the close of the calendar year and subject to mutually agreed upon Milestones.


 


		5.	Initial
Stock Option Grant: Three hundred thousand (300,000) options that will vest over a five (5) year period beginning on the date
of employment, be priced on the date of grant, and be subject to the following leak-out provision:


 


		a.	Leak-out Provision: For a period of twenty-four
(24) months from April 16, 2016, Executive shall not sell, transfer, assign, convey, donate, pledge, encumber, alienate, or in
any way dispose of (collectively "Sell") any of the Shares or any portion, right or interest therein, except in compliance
with the terms and conditions of the Agreement. Any purported or attempted transfer or assignment, whether voluntary or involuntary,
of any Shares of the Company in violation of this Agreement shall be null and of no legal effect. Upon registration of the underlying
Shares or upon compliance with, preparation, filing and clearing of appropriate documents required under Rule 144, on the first
date of each month thereafter until the date of termination of this Agreement, Executive shall be permitted to sell the greater
of (i) 20,000 shares per day or (i) that number of shares calculated by the total of 5% of the prior days trading volume (i.e.,
if the prior days trading volume is 300,000 shares, then the Holder shall be entitled to sell 15,000 shares on that day). Executive
acknowledges that no sales may occur at a posted bid price on the stock.



 


		7.	Vacation: Three (3) weeks.



 


		8.	Severance Period: Four (4) months, applicable
after a year of employment



 




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