Exhibit 10.2


 


December 2, 2014


 


Michael D. Step


P.O. Box 676061


Rancho Santa Fe, CA 92067


 


Dear
Michael: 


 


On behalf of the
Board of Directors of Ritter Pharmaceuticals, Inc. (the “Company”) (the “Board”), I am pleased to extend
an offer of employment to you to serve as the Chief Executive Officer of the Company. As Chief Executive Officer, you will have
the duties, authorities and responsibilities commensurate
with such position and will report directly to the Board. For so long as you serve as Chief Executive Officer, you will also serve
as a member of the Board. Your employment with the Company commenced on October 1, 2014 (the “Commencement Date”).






 


Compensation 


 


Base
Salary: You will receive an annual base salary of $360,000.00 paid semi-monthly in accordance with the Company’s
payroll practice.


 


Stock
Options:


 


(a)   As
of the date hereof, you will be granted three options to purchase shares of the Common Stock of the Company (the “Common
Stock”) at an exercise price of $0.82 per share.


 


(b)   The
first option (the “First Option”) will be to purchase 4,622,741 shares of the Common Stock of the Company (the “Common
Stock”). The second option (the “Second Option”) will be to purchase 524,646 shares of the Common Stock. The
First Option and the Second Option will each be immediately exercisable in full, with 44/48ths of the total number of shares covered
by each option to be subject to a right of repurchase by the Company upon termination of your employment with the Company for any
reason. The right of repurchase under the First and Second Option will lapse over a period of forty-four months, with 1/44th of
the total number of shares subject to the right of repurchase lapsing on January 1, 2015 and on the first day of each month thereafter.
In addition, the right of repurchase will lapse in its entirety upon the occurrence of any of the events set forth in Sections
3 (Termination Without Cause or by Executive With Good Reason) and 4 (Change in Control Termination) of the Executive Severance
& Change in Control Agreement (as hereinafter defined).


 


(c)   The third option (the
“Third Option”) will be to purchase a number of shares of the Common Stock as determined in this clause (c) at an exercise
price of $0.82 per share. The Third Option will only become exercisable if on or before the first anniversary of the Commencement
Date the Company has raised a minimum of Fifteen Million Dollars ($15,000,000.00) in one or more public and/or private equity financing
transactions during the prior twelve (12) month period (a “Qualified Financing”). In the event the Company closes a
Qualified Financing, the Third Option will become immediately exercisable for such number of shares of Common Stock as will, together
with the shares subject to the First Option, represent seven and one-half percent (7.5%) of the shares of Common Stock deemed to
be outstanding on a fully-diluted basis after giving effect to the issuance of the Third Option. In the event the Company does
not close a Qualified Financing on or before the first anniversary of the Commencement Date, the Third Option will terminate in
its entirety and be of no further force or effect. Seventy-five percent (75%) of the shares subject to the Third Option will be
subject to a right of repurchase by the Company upon termination of your employment with the Company for any reason. The right
of repurchase will lapse with respect to 1/36th of the total number of shares of subject to the right of repurchase
on first day of each month following the date on which the


 




    	 



    	 



    

  


Michael D. Step

December 2, 2014

Page 2


 


Third Option first becomes
exercisable. In addition, the right of repurchase will lapse in its entirety upon the occurrence of one or more of the events set
forth in Sections 3 (Termination Without Cause or by Executive With Good Reason) and 4 (Change in Control Termination) of the Executive
Severance & Change in Control Agreement (as hereinafter defined).


 


(d)    Each
of the options will be evidenced by the Company’s standard form of Stock Option Agreement. Any shares of the Common Stock
issued upon exercise of the options will be subject to a right of first refusal in favor of the Company and certain restrictions
on transfer, which will be set forth in an Optionee Restriction Agreement to be entered into between the Company and you.


 


Severance:     On the Commencement Date, you and the Company will execute an Executive Severance & Change In Control Agreement, substantially
in the form attached hereto as Exhibit “A” (the “Executive Severance & Change in Control Agreement”).






 


Benefits


 


You will be entitled to receive
all employee benefits that the Company customarily makes available to employees in positions comparable to yours. You will be entitled
to four (4) weeks of vacation annually. Additionally, you will be eligible to receive equity award grants pursuant to the terms
of the Company’s equity compensation plans.






Patent, Copyright and Non-Disclosure
Agreement


 


On the Commencement
Date, you will execute the Company’s standard form of non-disclosure-confidentiality-non-circumvention agreement.






Governing Law


 


The validity,
interpretation, construction and performance of the provisions of this offer letter will be governed by the laws of the State of
California without reference to principles of conflicts of laws that would direct the application of the law of any other jurisdiction.






Severability


 


The invalidity
or unenforceability of any provision of this offer letter will not affect the validity or enforceability of the other provisions
of this offer letter, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in
duration, scope or covered activity, the provision will be construed, and to the extent necessary will be deemed to be amended,
so as to be enforceable to the maximum extent compatible with applicable law.






Employment Relationship; Modification
of Terms of Offer


 


Please be advised that neither this offer letter
nor any statement made by the Company or its parent, subsidiaries or affiliates is intended to be a contract of employment for
a definite period of time. That means that the employment relationship established by this offer letter is “at will”
and either you or the Company may terminate the employment relationship at any time and for any reason, with or without cause or
notice. The Company may from time to time and in its own discretion, change the terms and conditions of your employment with or
without notice.


 




    	 



    	 



    

  


Michael D. Step

December 2, 2014

Page 3


 


To indicate your acceptance of this
offer of employment, please sign and return the enclosed copy of this offer letter to me by December 10, 2014.


 


Sincerely, 


 


	/s/ Andrew Ritter	 
	Name:  Andrew Ritter	 
	Title:  President	 
	 	 
	ACCEPTED: 	 
	 	 
	/s/
    Andrew Ritter	 
	Executive	 
	 	 
	Dec.
    10, 2014	 
	Date  	 


 




    	 



    	 



    

 


Exhibit A