Exhibit 10.1


 





EXECUTIVE EMPLOYMENT
AGREEMENT


 


This EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”) between Eloxx Pharmaceuticals, Inc. (the “Company”), and Robert
Ward (the “Executive”) is dated as of December 26, 2017 and shall become effective on December 26, 2017 (the
“Effective Date”).


 


W I T N E S S E T H:


 


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


 


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


 


NOW THEREFORE, in consideration
of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                 
EMPLOYMENT TERM. The Company hereby offers to employ the Executive, and the Executive hereby accepts employment
by the Company, upon the terms and conditions set forth in this Agreement, during the period commencing on the Effective Date and
ending on the date of the termination of the Executive’s employment in accordance with Section 7 below (the “Employment
Term”). The Executive shall be employed at will, meaning that either the Company or the Executive may terminate this
Agreement and the Executive’s employment at any time, for any reason or no reason, with or without cause, subject to the
terms of this Agreement.


 


2.                 
POSITION & DUTIES.


 


(a)              
Except as provided in Section 2(b) below, the Executive shall serve as the Chairman and Chief Executive Officer of the Company
and its US subsidiary, Eloxx Pharmaceuticals U.S. Sub, Inc. during the Employment Term. As Chairman and Chief Executive Officer,
the Executive shall have such duties, authorities and responsibilities as are commensurate with the position of Chairman and Chief
Executive Officer and such other duties and responsibilities as the Company’s Board of Directors (the “Board”)
shall designate that are consistent with the Executive’s position as Chairman and Chief Executive Officer.


 


(b)              
During the Employment Term, the Executive agrees to devote his full business time, attention and energies to the performance
of all of the lawful duties, responsibilities and authority that may be assigned to him hereunder. Nothing contained in this Agreement
will preclude the Executive from (i) devoting time to personal and family investments, (ii) serving as a director of any not-for-profit
company, (iii) serving as a director for Akari Therapeutics and any other for-profit company that is approved by the Board (such
approval not to be unreasonably withheld) or (iv) from participating in charitable or industry associations, in each case, provided that such activities or services do not (x) materially interfere with the Executive’s performance of duties
hereunder or (y) violate the terms of the Confidentiality Agreement (as defined below).


 






    1.


     


    

 


(c)              
During the Employment Term, the Executive shall serve as a member of the Board, and the Executive agrees to serve as a member
of the Board without additional compensation. Upon the Executive’s termination of employment from the Company for any reason,
unless otherwise specified in a written agreement between the Executive and the Company, the Executive will be deemed to have resigned
from all offices, directorships, and other employment positions if any, then held with the Company or any of its affiliates, and
agrees to take all actions reasonably requested by the Company to effectuate the foregoing.


 


(d)              
During the Employment Term, the Executive’s principal place of employment shall be the Company’s offices in
Waltham, Massachusetts, subject to customary business travel consistent with the Executive’s duties and responsibilities.


 


3.                 
BASE SALARY. The Company agrees to pay the Executive a base salary (the “Base Salary”)
at an annual rate of US$450,000. Following the successful consummation of the first transaction or series of related transactions
in which the Company sells securities for capital raising purposes which results in gross proceeds to the Company of at least US$30,000,000,
but in no event earlier than January 2019, the Base Salary shall be increased to an annual rate of US$500,000. The Base Salary
will be payable bimonthly in accordance with the regular payroll practices of the Company. The Executive’s Base Salary shall
be subject to review by the Board (or a committee thereof) at least annually and may be increased, but not decreased, from time
to time by the Board. The base salary as determined herein from time to time shall constitute “Base Salary” for purposes
of this Agreement.


 


4.                 
BONUSES.


 


(a)              
ANNUAL BONUS. With respect to each full calendar year during the Employment Term, the Executive shall be eligible
to earn an annual, performance-based bonus (an “Annual Bonus”) with a target bonus value equal to fifty percent
(50%) of the Executive’s Base Salary (the “Target Bonus”) based upon the achievement of performance targets,
which shall be established by the Board (or a committee thereof) in consultation with the Executive within the first 90 days of
each calendar year during the Employment Term, with the actual amount of the Annual Bonus for a particular year determined by the
Board (or a committee thereof) in its discretion. The Board (or a committee thereof) shall consider the Executive’s performance
from the Effective Date through December 31, 2017 in addition to the Executive’s performance in the 2018 calendar year when
determining the Executive’s Annual Bonus for the 2018 calendar year. Subject to Section 8 below, in order to be eligible
for an Annual Bonus, the Executive must remain employed for the entire calendar year for which the performance targets will have
been set. Any Annual Bonus earned by the Executive will be paid no later than March 15 of the calendar year immediately following
the calendar year in which the Annual Bonus is being measured. The Executive’s Target Bonus shall be subject to review by
the Board (or a committee thereof) at least annually and may be increased, but not decreased, from time to time by the Board.


 


(b)              
TRANSACTION BONUSES. In addition, the Executive may earn transaction bonuses as follows: (i) a bonus of US$200,000
following the consummation of a first transaction between the Company and a strategic pharmaceutical company and (ii) a bonus of
US$200,000 following the successful consummation of a fundraising by the Company which exceeds US$10,000,000, in each case, as
determined by the Board, in its reasonable discretion. Each such transaction bonus will be payable to the Executive at the next
regular payroll date following such determination by the Board, but in no event later than sixty (60) days following the consummation
of the applicable transaction.


 






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5.                 
EQUITY COMPENSATION. The Company will grant to the Executive on the Effective Date (the “Grant Date”)
equity compensation awards for shares of the Company’s common stock (“Common Stock”) pursuant to the Executive’s
inducement award plan (the “Executive’s Plan”) as provided in clauses (a) through (d) below. The Executive’s
Plan incorporates the terms of this Agreement applicable to the grants and is otherwise consistent with the terms of the Eloxx
Pharmaceuticals Ltd. Share Ownership and Option Plan (2013), as amended, with respect to any subject matter not covered herein.


 


(a)              
PERFORMANCE AWARDS. A stock option to purchase a number of shares of Common Stock representing 0.07% of the Outstanding
Shares at a price per share equal to the per share fair market value of the Common Stock, as determined by the Board, on the Grant
Date (the “Performance Option”), and an award of restricted stock units for a number of shares of Common
Stock representing 0.07% of the Outstanding Shares (the “Performance Shares” and, together with the Performance
Option, the “Performance Awards”), that will vest and become exercisable or payable, respectively, in full upon
the date the Board determines, in its reasonable discretion, that the first successful completion of a Phase-2B study with respect
to any indication, subject to the Executive’s continued employment with the Company through the date of such Board determination.
For purposes of this Agreement, “Outstanding Shares” shall mean the fully-diluted number of shares of Common
Stock outstanding on the Effective Date, including shares issuable upon exercise or conversion of outstanding stock options, restricted
stock units, warrants or other convertible securities.


 


(b)              
TIME-VESTING AWARDS. A stock option to purchase a number of shares of Common Stock representing 2.0% of the Outstanding
Shares at a price per share equal to the fair market value of such Common Stock, as determined by the Board, on the Grant Date
(the “Time-Vesting Option”), and an award of restricted stock units for a number of shares of Common Stock
representing 2.0% of the Outstanding Shares (the “Time-Vesting Shares” and, together with the Time-Vesting Option,
the “Time-Vesting Awards”), that will vest and become exercisable or payable, respectively, with respect to
1/3 of the shares on the first anniversary of the Effective Date of this Agreement and with respect to an additional 1/12 of the
shares on each quarterly anniversary of the Effective Date thereafter, subject to the Executive’s continued employment with
the Company through each such date. In addition, the vesting of the Time-Vesting Awards, and any future stock options, restricted
stock units or other equity compensation awards granted to the Executive, shall be accelerated and become fully vested and exercisable
or payable, respectively, as follows: (i) immediately prior to a Significant Event (as defined below) and (ii) following the first
successful competition of a Phase 3 study (defined as a clinical trial designed to meet FDA standards for a pivotal study in which
the primary endpoint of the study is achieved) with respect to any indication. For the purposes of this Agreement, each of the
following shall be a “Significant Event”: (a) any consolidation or merger of the Company in which the Company is not
the continuing or surviving corporation, other than a transaction in which the holders of Common Stock (on an as converted basis)
immediately prior thereto have the same, or substantially similar, proportionate ownership of Common Stock (on an as converted
basis) of the surviving corporation immediately after the transaction and a transaction in which the holders of Common Stock (on
an as converted basis) immediately prior thereto own a majority of the voting power of the surviving corporation; or (b) any sale,
exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or all
or substantially all of the outstanding and issued shares of the Company.


 






    3.


     


    

 


(c)       ANNUAL
AWARDS. Each year, the Executive will be eligible for annual awards of stock options and or restricted stock units as determined
by the Board. Nothing herein shall be construed as an obligation to grant such awards, which shall be subject to the sole discretion
of the Board.


 


(d)       TAX
WITHHOLDING. At Executive’s request, the Company will withhold from the shares of Common Stock otherwise payable to Executive
with respect to vested portions of the Performance Shares and/or the Time-Vesting Shares the number of whole shares of Common Stock
required to satisfy the applicable tax withholding obligation, the number of shares so withhold to be determined by the Company
based on the fair market value of the Common Stock on the date the Company is required to withhold.


 


6.                 
EMPLOYEE BENEFITS.


 


(a)              
BENEFIT PLANS. The Executive shall be entitled to participate in all employee benefit plans that the Company generally
makes available to its senior executives (other than severance plans) from time to time, including any group health plans, dental
plans, life, disability and AD&D insurances, a 401(k) plan, tuition reimbursement, recreation allowance, parking or public
transportation and various types of paid time off, subject to the terms and conditions of such benefit plans. The Company shall
adopt vision, health, dental and 401(k) plans no later than April 1, 2018. Until the Company does have such plans adopted, the
Company will reimburse the Executive for 100% of the cost of COBRA insurance coverage from Executive’s prior employer, as
well as for costs of dental treatments otherwise covered by the Executive’s current dental plan.


 


(b)              
VACATION. The Executive shall be entitled to twenty (20) days of paid vacation per year, in accordance with the Company’s
vacation policy; provided that the Executive shall be entitled to twenty-five (25) days of paid vacation per year after
three (3) full calendar years of employment. Vacation may be taken at such times as the Executive elects with due regard to the
needs of the Company.


 


(c)              
BUSINESS EXPENSES. The Company will reimburse the Executive for all reasonable business expenses incurred by the
Executive in connection with the discharge of his duties for the Company, subject to the Company’s expense reimbursement
policy in effect from time to time.


 


(d)              
INDEMNIFICATION. The Company shall indemnify the Executive to the maximum extent that its officers, directors and
employees are entitled to indemnification pursuant to the Company’s Certificate of Incorporation and Bylaws for any acts
or omissions by reason of being a director, officer or employee of the Company as of the Effective Date. At all times during the
Employment Term, the Company shall maintain in effect a director and officers liability insurance policy with the Executive as
a covered officer and director.


 






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7.                 
TERMINATION. The Executive’s employment and the Employment Term shall terminate on the first of the
following to occur:


 


(a)              
DISABILITY. Upon the 30th day following the Executive’s receipt of notice of the Company’s
intention to terminate the Executive’s employment due to Disability (as defined in this Section 7(a)); provided that,
the Executive has not returned to full-time performance of his duties within 30 days after receipt of such notice. If the
Company determines in good faith that the Executive’s Disability has occurred during the term of this Agreement, it will
give the Executive written notice of its intention to terminate his employment.  For purposes of this Agreement, “Disability”
shall mean the Executive’s inability to substantially perform the essential duties of his job with or without reasonable
accommodation on a full-time basis for 180 calendar days during any consecutive twelve-month period or for 90 consecutive
days as a result of incapacity due to mental or physical illness.


 


(b)              
DEATH. Automatically on the date of death of the Executive.


 


(c)              
CAUSE. Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause”
shall mean (i) the Executive’s commission of an act of fraud, embezzlement or theft against the Company or its subsidiaries;
(ii) the Executive’s conviction of, or a plea of no contest to, a felony; (iii) willful nonperformance by the Executive (other
than by reason of illness) of his material duties as an employee of the Company, which, to the extent it is curable by the Executive,
is not cured within thirty (30) days after written notice thereof is given to the Executive by the Company; (iv) the Executive’s
material breach of this Agreement or any other material agreement between the Executive and the Company or any of its subsidiaries,
including the Confidentiality Agreement, which, to the extent it is curable by the Executive, is not cured within thirty (30) days
after written notice thereof is given to the Executive by the Company; or (v) the Executive’s gross negligence, willful misconduct
or any other act of willful disregard for the Company’s or any of its subsidiaries’ best interests, which, to the extent
it is curable by the Executive, is not cured within thirty (30) days after written notice thereof is given to the Executive by
the Company.


 


(d)              
WITHOUT CAUSE. Upon written notice by the Company to the Executive no earlier than eighteen (18) months after the
Effective Date of an involuntary termination without Cause and other than due to death or Disability.


 


(e)              
GOOD REASON. “Good Reason” for the Executive to terminate the Executive’s employment hereunder
shall mean the occurrence of any of the following conditions during the Employment Term without the Executive’s express written
consent; provided that any resignation by the Executive due to any of the following conditions shall only be deemed for
Good Reason if: (i) the Executive gives the Company written notice of the intent to terminate for Good Reason within sixty (60)
days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall
describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within thirty (30) days following
receipt of the written notice (the “Cure Period”) of such condition(s) from the Executive; and (iii) the Executive
actually resigns his employment within the first thirty (30) days after expiration of the Cure Period:


 






    5.


     


    

 


(1)              
any material reduction by the Company of the Executive’s Base Salary or Target Bonus as initially set forth herein
or as the same may be increased from time to time;


 


(2)              
any material diminution in the Executive’s duties, title, responsibilities or authority;


 


(3)              
a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board, other
than any such requirement following a Significant Event;


 


(4)              
any material breach of this Agreement, including a breach of the Company’s obligations under Section 5 or Section
12(b);


 


(5)              
a requirement that the Executive relocate to a principal place of employment more than seventy-five (75) miles from Waltham,
Massachusetts; or


 


(6)              
the Company’s removal or failure to appoint the Executive as a member of the Board, other than any such failure or
removal following a Significant Event.


 


(f)               
WITHOUT GOOD REASON. The Executive shall provide two (2) weeks’ prior written notice (the “Transition
Period”) to the Company of the Executive’s intended termination of employment without Good Reason (“Voluntary
Termination”). During the Transition Period, the Executive shall assist and advise the Company in any transition of business,
customers, prospects, projects and strategic planning, and the Company shall pay the pro rata portion of the Executive’s
Base Salary and benefits through the end of the Transition Period. The Company may, in its sole discretion, upon written notice
to the Executive, make such termination of employment effective earlier than the expiration of the Transition Period (“Early
Termination Right”), but it shall pay the pro rata portion of the Executive’s Base Salary and benefits through
the earlier of: the end of the Transition Period, or the date that the Executive accepts employment or a consulting engagement
from a third party.


 


8.                 
CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under this Agreement to the
Executive shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any
of the plans, policies or programs of the Company or its affiliates as may be in effect from time to time. Subject to satisfaction
of each of the conditions set forth in Section 9, the following amounts and benefits shall be due to the Executive:


 


(a)              
DISABILITY. Upon employment termination due to Disability, the Company shall pay or provide the Executive: (i) any
unpaid Base Salary through the date of termination and any accrued vacation; (ii) reimbursement for any unreimbursed expenses owed
to Executive; and (iii) all other payments and benefits to which the Executive is entitled under the terms of any applicable compensation
arrangement or benefit, equity or other plan or program, including but not limited to any applicable insurance benefits, payable
on the next regularly scheduled Company payroll date following the date of termination or earlier if required by applicable law
(collectively, “Accrued Amounts”). In addition, upon the Executive’s termination due to Disability, the
Company shall pay the amounts described in Sections 8(d)(3) and 8(d)(4) to the Executive.


 






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(b)              
DEATH. In the event the Employment Term ends on account of the Executive’s death, the Executive’s estate
(or to the extent a beneficiary has been designated in accordance with a program, the beneficiary under such program) shall be
entitled to any Accrued Amounts, including but not limited to proceeds from any Company sponsored life insurance programs. In addition,
upon the Executive’s death, the Company shall pay the amounts described in Sections 8(d)(3) and 8(d)(4) to the Executive’s
estate.


 


(c)              
TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If the Executive’s employment should be terminated (i) by the
Company for Cause, or (ii) by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only,
and shall not be obligated to make any additional payments to the Executive.


 


(d)              
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated by
the Company other than for Cause (and not due to Disability or death) or by the Executive for Good Reason, other than in circumstances
described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance
with Section 11:


 


(1)              
continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment
Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) in accordance
with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the
Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that
would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1)));


 


(2)              
if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s
group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s
and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) twelve
(12) months following the termination date (the “COBRA Severance Period”); (ii) the date when the Executive
becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or
(iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such
period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding
the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result
in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended
by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2),
the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment
equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance
Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums.
Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies
arising under his employment by the Company.


 






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(3)              
in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to
the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined
by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs
if the Company has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination;
or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for the performance year immediately prior
to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s
Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual
bonuses are paid to the Company’s executives generally, but no later than March 15 of the calendar year immediately following
the calendar year in which the Annual Bonus is being measured;


 


(4)              
in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals
are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata
portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with
such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided
by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for
the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year),
the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s
termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as
determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll
date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter
as is reasonable practicable thereafter; and


 


(5)              
twenty-five percent (25%) of the shares subject to all stock options, restricted stock units and other equity awards then
held by the Executive shall vest and become exercisable or payable, as applicable. In addition, the time period that the Executive
may have to exercise any stock options shall be extended for a period equal to the shorter of (i) nine (9) months or (ii) the remaining
term of the award.


 


(e)              
TERMINATION WITHOUT CAUSE OR FOR GOOD REASON FOLLOWING A SIGNIFICANT EVENT. If the Executive’s employment by
the Company is terminated by the Company other than for Cause (and not due to Disability or death), or by the Executive for Good
Reason, in either case on or within twenty-four (24) months immediately following a Significant Event, then the Company shall pay
or provide the Executive with the Accrued Amounts and all of the benefits described in Section 8(d) above, subject to compliance
with Section 11; provided that: (i) the Salary Severance Period defined in Section 8(d)(1) shall be increased to a total
of eighteen (18) months following the termination date; (ii) the COBRA Severance Period defined in Section 8(d)(2) shall be increased
to a total of eighteen (18) months following the termination date; (iii) in lieu of the pro-rata bonus described in Section 8(d)(4),
the Company shall pay the Executive the full Target Bonus for the performance year in which the Executive’s termination occurs,
payable as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective
date (namely, the date it can no longer be revoked); and (iv) in lieu of the vesting acceleration described in Section 8(d)(5),
all of the outstanding unvested shares subject to stock options, restricted stock units and other equity awards then held by the
Executive shall become fully vested and become exercisable or payable, as applicable, and the time period that the Executive may
have to exercise any stock options shall be extended for a period equal to the shorter of (i) twelve (12) months or (ii) the remaining
term of the award.


 






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9.                 
CONDITIONS. Any payments or benefits made or provided pursuant to Section 8 (other than Accrued Amounts)
are subject to the Executive’s (or, in the event of the Executive’s death, the beneficiary’s or estate’s,
or in the event of the Executive’s Disability, the guardian’s):


 


(a)              
compliance with the provisions of Section 11 hereof;


 


(b)              
delivery to the Company of the executed Agreement and General Release (the “General Release”), which
shall be in the form attached hereto as Appendix A (with such changes therein or additions thereto as needed under then applicable
law to give effect to its intent and purpose) within 21 days following the date of termination of employment, and permitting the
General Release to become effective in accordance with its terms; and


 


(c)              
delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates
and employee benefit plans, by no later than 90 days following termination of employment.


 


Notwithstanding the due
date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Amounts)
shall not be due until after the expiration of any revocation period applicable to the General Release without the Executive having
revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive on the Company’s
first ordinary payroll date occurring on or after the expiration of such revocation period without the occurrence of a revocation
by the Executive (or such later date as may be required under Section 18 or the final sentence of this Section 9). Nevertheless
(and regardless of whether the General Release has been executed by the Executive), upon any termination of Executive’s employment,
Executive shall be entitled to receive any Accrued Amounts, payable after the date of termination in accordance with the Company’s
applicable plan, program, policy or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance
pay or benefits are deferred compensation under Section 409A (as defined below), and the period during which the Executive may
sign the General Release begins in one calendar year and ends in another, then the severance pay or benefit shall not be paid or
the first payment shall not occur until the later calendar year.


 






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10.             
SECTION 4999 EXCISE TAX.


 


(a)              
If any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue
Code of 1986, as amended (the “Code”)) to or for the benefit of the Executive, whether paid or payable pursuant
to this Agreement or otherwise (“Payment”) would (i) constitute a parachute payment” within the meaning
of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the
“Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to
the Executive, which of the following two alternative forms of payment shall be paid to the Executive: (i) payment in full of the
entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that the Executive
receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). A Full
Payment shall be made in the event that the quotient obtained by dividing (i) the excess of (a) the Full Payment, over (b) the
Reduced Payment, by (ii) the Reduced Payment, is greater than ten percent (10%). A Reduced Payment shall be made in the event that
the quotient obtained by dividing (i) the excess of (a) the Full Payment, over (b) the Reduced Payment, by (ii) the Reduced Payment,
is less than or equal to ten percent (10%). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted
under the Reduced Payment alternative, and the Executive shall have no rights to any additional payments and/or benefits constituting
the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order: (1) reduction of cash payments;
(2) reduction of other benefits paid to the Executive ; (3) cancellation of accelerated vesting of equity awards other than
stock options; and (4) cancellation of accelerated vesting of stock options. Any reductions in payments to be made shall be made
with respect to payments in inverse order of the scheduled dates or times for the payment.


 


(b)              
If it is determined that the Payment would result in an Excise Tax, the Company shall pay and the Executive shall be entitled
to receive an additional payment (a “Gross-Up Payment”) from the Company in an amount that after the payment
of all taxes (including, without limitation, (i) any income or employment taxes, (ii) any interest or penalties imposed with respect
to such taxes, and (iii) any additional excise tax imposed by Section 4999 of the Code) on the Gross-Up Payment, the Executive
shall retain an amount equal to the full Excise Tax. In no event shall any such Gross-Up Payment or any payment of any income or
other taxes to be paid by the Company under this Section 10 be made later than the end of the Executive’s taxable year next
following the Executive’s taxable year in which the Executive remits the related taxes. For purposes of determining the amount
of the Gross-Up Payment, the Executive shall be deemed to have: (x) paid federal income taxes at the highest marginal rate of federal
income and employment taxation for the calendar year in which the Gross-Up Payment is to be made, and (y) paid applicable state
and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of
the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise
provided herein, the Executive shall not be entitled to any additional payments or other indemnity arrangements in connection with
the Payment or the Gross-Up Payment.


 


(c)              
The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior
to the effective date of the Significant Eventshall make all determinations required to be made under this Section 10. If the independent
registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group
effecting the Significant Event, the Company shall appoint a nationally recognized independent registered public accounting firm
to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent
registered public accounting firm required to be made hereunder.


 






    10.


     


    

 


(d)              
The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations,
together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date
on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such
other time as requested by the Company or the Executive. Any good faith determinations of the accounting firm made hereunder shall
be final, binding and conclusive upon the Company and the Executive.


 


11.             
CONFIDENTIALITY AND POST-EMPLOYMENT OBLIGATIONS. As a condition of employment, the Executive agrees to execute
and abide by the Company’s current form of Confidentiality and Non-Competition Agreement (“Confidentiality Agreement”),
which may be amended by the parties from time to time without regard to this Agreement. The Confidentiality Agreement contains
provisions that are intended by the parties to survive and do survive termination of this Agreement.


 


12.             
ASSIGNMENT.


 


(a)              
The Executive may not assign or delegate any rights or obligations hereunder without first obtaining the written consent
of the Company.


 


(b)              
This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives.
The Company will require any acquiror or successor of the Company in any merger, consolidation, sale, or acquisition of the Company,
or a similar transaction to assume the Company’s obligations under this Agreement, and any failure to do so shall constitute
a material breach of this Agreement.


 


13.             
NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the date
of transmission, if delivered by confirmed facsimile, (c) on the first business day following the date of deposit if delivered
by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: at the address
(or to the facsimile number) shown on the records of the Company.


 


If to the
Company:


 


Eloxx Pharmaceuticals,
Inc.


950 Winter
Street


Waltham, MA
02451


 


or to such other address
as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.


 



    11.


     


    

 





14.             
SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of this Agreement. If there is any inconsistency between
this Agreement and any other agreement (including but not limited to any option, stock, long-term incentive or other equity award
agreement), plan, program, policy or practice (collectively, “Other Provision”) of the Company the terms of
this Agreement shall control over such Other Provision.


 


15.             
SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability
of any provision shall not affect the validity or enforceability of the other provisions hereof.


 


16.             
COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same instruments. One or more counterparts of this Agreement may be delivered
by facsimile, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart
thereof.


 


17.             
MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by the Executive and such officer or director of the Company as may be designated
or authorized by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto and the
Confidentiality Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein.
No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made
by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflicts of law principles.


 


18.             
SECTION 409A.


 


(a)              
Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided
herein are subject to Section 409A of Code and the regulations and other guidance thereunder and any state law of similar effect
(collectively “Section 409A”). Severance benefits payable upon a termination of employment shall not commence
until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits
is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended
to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5)
and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified
employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences
under Section 409A, the timing of the severance benefits shall be delayed until the earlier of (i) six (6) months and one day
after Executive’s separation from service, or (ii) Executive’s death. Any payment or benefit otherwise payable or
to be provided in the six (6) month period following separation from service that is not so paid or provided by reason of this
Section 18 shall be accumulated and paid or provided in a single lump sum, as soon as practicable (and in all events within 15
days) after the date that is six (6) months after Executive’s separation from service (or, if earlier, as soon as practicable,
and in all events within 15 days, after the date of Executive’s death).


 






    12.


     


    

 


(b)              
It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein
shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing,
the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the IRS
pursuant to Section 409A of the Code on payments made pursuant to this Agreement.


 


19.             
MITIGATION OF DAMAGES. In no event shall the Executive be obliged to seek other employment or take any other
action by way of mitigation of the severance benefits payable to the Executive under any of the provisions of this Agreement, nor
shall the amount of any severance benefit hereunder be reduced by any compensation earned by the Executive as a result of employment
by another employer, except as set forth in this Agreement.


 


20.             
REPRESENTATIONS. The Executive represents and warrants to the Company that the Executive has the legal right
to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance
with its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the
Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder. The Executive further
represents and warrants that he has been advised to consult with an attorney and that he has been represented by the attorney of
his choosing during the negotiation of this Agreement (or chosen not to be so represented), that he has consulted with his attorney
before executing this Agreement (or chosen not to consult an attorney), that he has carefully read and fully understand all of
the provisions of this Agreement and that he is voluntarily entering into this Agreement.


 


21.             
NON-DISPARAGEMENT. Both during and after the Employment Term, the Executive and the Company (through its officers
and directors) agree not to disparage the other party, and the other party’s officers, directors, employees, shareholders,
affiliates and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation;
provided that both the Executive and the Company may respond accurately and fully to any question, inquiry or request for
information when required by legal process and provided further that nothing in this Section 21 shall preclude any party from making
truthful statements that are reasonably necessary or to enforce or defend the party’s rights under this Agreement.


 


22.             
WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement such federal,
state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


 






    13.


     


    

 


23.             
SURVIVAL. The respective obligations of, and benefits afforded to, the Company and the Executive which by
their express terms or clear intent survive termination of the Executive’s employment with the Company, including, without
limitation, the provisions of Sections 8 through 26, inclusive, of this Agreement, will survive termination of the Executive’s
employment with the Company, and will remain in full force and effect according to their terms.


 


24.             
AGREEMENT OF THE PARTIES. The language used in this Agreement will be deemed to be the language chosen by
the parties hereto to express their mutual intent. Neither the Executive nor the Company shall be entitled to any presumption in
connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating
to or arising under this Agreement.


 


25.             
DISPUTE RESOLUTION. In the event of any controversy, dispute or claim between the parties under, arising out
of or related to this Agreement (including but not limited to, claims relating to breach, termination of this Agreement, or the
performance of a party under this Agreement) whether based on contract, tort, statute or other legal theory (collectively referred
to hereinafter as “Disputes”), the parties shall follow the dispute resolution procedures set forth below. Any
Dispute shall be finally settled by arbitration in accordance with the Employment Arbitration Rules & Procedures of JAMS (“JAMS”)
then in force, and that the arbitration hearings shall be held in Boston, Massachusetts. The parties agree to (i) appoint an arbitrator
who is knowledgeable in employment and human resource matters and, to the extent possible, the industry in which the Company operates,
and instruct the arbitrator to follow substantive rules of law; (ii) require the testimony to be transcribed; and (iii) require
the award to be accompanied by findings of fact and a statement of reasons for the decision. The arbitrator shall have the authority
to permit discovery, to the extent deemed appropriate by the arbitrator, upon request of a party, but such discovery process shall
continue for no more than thirty (30) days. The arbitrator shall have no power or authority to add to or detract from the written
agreement of the parties. If the parties cannot agree upon an arbitrator within ten (10) days after demand by either of them, either
or both parties may request JAMS name a panel of five (5) arbitrators. The Company shall strike the names of two (2) off this list;
then, the Executive shall strike two (2) of the remaining names; and the remaining name shall be the arbitrator. The Company and
the Executive shall each pay for their own attorneys’ fees and expenses and their pro rata share of the JAMS fees and expenses.
Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having
jurisdiction thereof. This Section shall not limit the right of any party to sue for injunctive relief for a breach of the obligations
of this Agreement.


 


[signature page follows]


 




    14.


     


    

 


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


 





	 	ELOXX PHARMACEUTICALS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Silvia Noiman
	 	 	Dr. Silvia Noiman
	 	 	Its:  	Chief Executive Officer and Director
	 	 	 	 
	 	 	 	 
	 	EXECUTIVE	 
	 	 	 	 
	 	 	 	 
	 	/s/ Robert Ward
	 	Robert Ward







 




    [Signature Page to Employment Agreement]


     


    

 


APPENDIX A


 


FORM OF RELEASE


 


AGREEMENT AND GENERAL
RELEASE


 


Eloxx Pharmaceuticals,
Inc. (the “Company”) and Robert Ward (“Executive”) agree:


 


1.                 
Last Day of Employment. Executive’s last day of employment with Employer was [INSERT DATE] (the “Termination
Date”). In addition, effective as of the Termination Date, Executive ceased to serve as the Chairman and Chief Executive
Officer of the Company and its affiliates and ceased to be eligible for any benefits or compensation from the Company and its affiliates
other than as specifically provided in Section 8 of the Executive Employment Agreement between the Company and Executive dated
as of December 26, 2017 (the “Employment Agreement”). Executive further acknowledges and agrees that from and
after the date Executive executes this Agreement and General Release, Executive will not represent (and since the Termination Date
the Executive has not represented) the Executive as being a director, employee, officer, trustee, agent or representative of the
Company or its affiliates for any purpose. In addition, effective as of Termination Date, Executive resigns from all offices, directorships,
trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, the Company and its affiliates or any
benefit plans of the Company and its affiliates. These resignations will become irrevocable as set forth in Section 3 below.


 


2.                 
Consideration. The parties acknowledge that this Agreement and General Release is being executed in accordance with
Section 9 of the Employment Agreement.


 


3.                 
Revocation. Executive may revoke this Agreement and General Release for a period of seven (7) calendar days following
the day Executive executes this Agreement and General Release. Any revocation within this period must be submitted in writing to
the Company and state, “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be
personally delivered to the Chairman of the Board, Eloxx Pharmaceuticals Ltd., 950 Winter Street, Waltham, MA 02451, or his designee.
This Agreement and General Release shall become effective and irrevocable on the eighth (8th) day after Executive executes it,
unless earlier revoked by Executive in accordance with this Section 3 (the “Effective Date”).


 


4.                 
General Release of Claims. (A) Executive and the Executive’s heirs, executors, administrators, successors and
assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily release
and forever discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity,
and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”)
from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions,
understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments,
damages, fees and liabilities, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind,
nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in
law or in equity, whether known and unknown, against Employer, which the Employee has, has ever had or may have as of the date
of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of:








    1


     


    

 


		-	Title VII of the Civil Rights Act of 1964, as amended;



 


		-	The Civil Rights Act of 1991;



 


		-	Sections 1981 through 1988 of Title 42 of the United
States Code, as amended;



 


		-	The Employee Retirement Income Security Act of 1974,
as amended;



 


		-	The Immigration Reform and Control Act, as amended;



 


		-	The Americans with Disabilities Act of 1990, as amended;



 


		-	The Age Discrimination in Employment Act of 1967, as
amended;



 


		-	The Older Workers Benefit Protection Act of 1990;



 


		-	The Worker Adjustment and Retraining Notification Act,
as amended;



 


		-	The Occupational Safety and Health Act, as amended;



 


		-	The Family and Medical Leave Act of 1993;



 


		-	The Massachusetts Wage Act;



 


		-	Massachusetts anti-discrimination laws, M.G.L Chapter
151B-Any wage payment and collection, equal pay and other similar laws, acts and   statutes of the Commonwealth
of Massachusetts or the United States;



 


		-	Any other federal, state or local civil or human rights
law or any other local, state or federal law, regulation or ordinance;



 


		-	Any public policy, contract, tort, or common law; or



 


		-	Any allegation for costs, fees, or other expenses including
attorneys’ fees incurred in these matters.



 


Notwithstanding anything
herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express
rights or claims for accrued vested benefits under any employee benefit plan, policy or arrangement maintained by Employer or under
COBRA; (ii) Employee’s rights under the provisions of the Employment Agreement which are intended to survive termination
of employment; (iii) Employee’s rights as a stockholder; or (iv) any rights of the Executive to indemnification as a Director
or Officer of the Company.


 






    2


     


    

 


5.                 
No Claims Permitted. Employee waives Executive’s right to file any charge or complaint against Employer arising
out of Executive’s employment with or separation from Employer before any federal, state or local court or any state or local
administrative agency, except where such waivers are prohibited by law (with the understanding that that this Agreement and General
Release bars the Executive from recovering monetary relief from Employer in connection with any charges or complaints which are
not waived hereunder).


 


Furthermore, nothing in this Agreement or
General Release and Waiver of Claims prohibits Executive from reporting possible violations of federal law or regulation to any
governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission,
the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions
of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures
and Executive is not required to notify the Company that Executive has made such reports or disclosures.


 


6.                 
Affirmations. Employee affirms Executive has not filed, has not caused to be filed, and is not presently a party
to, any claim, complaint, or action against Employer in any forum. Employee further affirms that the Executive has been paid and/or
has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and no other compensation,
wages, bonuses, commissions and/or benefits are due to Executive, except as provided in Section 8 of the Employment Agreement.
Employee also affirms Executive has no known workplace injuries.


 


7.                 
Cooperation; Return of Property. Employee agrees to reasonably cooperate with Employer and its counsel in connection
with any investigation, administrative proceeding or litigation relating to any matter that occurred during Executive’s employment
in which Executive was involved or of which Executive has knowledge. Employer will reimburse the Employee for any reasonable out-of-pocket
travel, delivery or similar expenses incurred in providing such service to Employer. Employee represents that Employee has returned
to Employer all property belonging to Employer, including but not limited to any leased vehicle, laptop, cell phone, keys, access
cards, phone cards and credit cards, provided that Executive may retain, and Employer shall cooperate in transferring, Executive’s
cell phone number and Executive’s personal rolodex and other address books.


 


8.                 
Governing Law and Interpretation. This Agreement and General Release shall be governed and conformed in accordance
with the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. In the event Employee or
Employer breaches any provision of this Agreement and General Release, Employee and Employer affirm either may institute an action
to specifically enforce any term or terms of this Agreement and General Release. Should any provision of this Agreement and General
Release be declared illegal or unenforceable by any court of competent jurisdiction and should the provision be incapable of being
modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement and
General Release in full force and effect. Nothing herein, however, shall operate to void or nullify any general release language
contained in the Agreement and General Release.


 






    3


     


    

 


9.               
No Admission of Wrongdoing. Employee agrees neither this Agreement and General Release nor the furnishing of the
consideration for this Agreement and General Release shall be deemed or construed at any time for any purpose as an admission by
Employer of any liability or unlawful conduct of any kind.


 


10.             
Non-Disparagement. Employee and Employer (through its officers and directors) agree not to disparage the other party,
and the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them
or their business, business reputation or personal reputation; provided that both Employee and Employer may respond accurately
and fully to any question, inquiry or request for information when required by legal process and provided further that nothing
in this Section 10 shall preclude Employer or Employee from making truthful statements that are reasonably necessary or to enforce
or defend the party’s rights under this Agreement and General Release.


 


11.             
Amendment. This Agreement and General Release may not be modified, altered or changed except upon express written
consent of both parties wherein specific reference is made to this Agreement and General Release.


 


12.             
Entire Agreement. This Agreement and General Release and the Confidentiality Agreement (as defined in the Employment
Agreement) sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings
between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the
provisions in the Employment Agreement which are intended to survive termination of the Employment Agreement, including but not
limited to those contained in Section 11 thereof, shall survive and continue in full force and effect. Employee acknowledges Executive
has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s
decision to accept this Agreement and General Release.


 


13.             
ADEA. Employee understands and acknowledges that Employee is waiving and releasing any rights Executive may have
under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing
and voluntary. Employee understands and agrees that this waiver and release does not apply to any rights or claims that may arise
under the ADEA after the date Executive signs this Agreement and General Release. Employee understands and acknowledges that the
consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee
further understands and acknowledges that Employee has been advised by this writing that nothing in this Agreement prevents or
precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor
does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law.


 


[signature page follows]


 




    4


     


    

 


EMPLOYEE HAS BEEN ADVISED
THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING
TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.


 


EMPLOYEE AGREES ANY MODIFICATIONS,
MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
(21) CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY
IN LESS THAN THE TWENTY-ONE (21) DAY PERIOD IDENTIFIED ABOVE, EMPLOYEE HEREBY ACKNOWLEDGES THAT EMPLOYEE HAS FREELY AND VOLUNTARILY
CHOSEN TO WAIVE THE TIME PERIOD ALLOTTED FOR CONSIDERING THIS AGREEMENT AND GENERAL RELEASE.


 


HAVING ELECTED TO EXECUTE
THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN
THE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.


 


IN WITNESS WHEREOF, the
parties hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below:


 








	 	ELOXX PHARMACEUTICALS, INC.
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Its:	 
	 	 	 	 
	 	 	Date:	 
	 	 	 	 
	 	EXECUTIVE
	 	 	 	 
	 	 	 	 
	 	Robert Ward	 
	 	 	 	 
	 	Date: