Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive
Employment Agreement (the “Agreement”) is entered into effective October 29, 2021 (the “Effective
Date”), by and between Chris Posner (“Executive”) and Cara Therapeutics, Inc. (the “Company”).


 


WHEREAS, the Company desires
to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal services to the Company; and


 


WHEREAS, Executive wishes
to be employed by the Company and provide personal services to the Company in return for certain compensation.


 


Accordingly, in consideration
of the mutual promises and covenants contained herein, the parties agree to the following:


 


1.            Employment
by the Company.


 


1.1           
Position. Subject to the terms set forth herein, the Company agrees to employ Executive in the position of Senior Advisor
between October 29, 2021 and November 9, 2021 and as Chief Executive Officer & President (“CEO”) effective
as of November 9, 2021, and Executive hereby accepts such employment. Subject to Sections 6.1 and 6.2, the Company reserves the right
to change or modify Executive’s title and/or duties as business needs may require. During the term of Executive’s employment
with the Company (with the exception of the period between October 29, 2021 and November 9, 2021 when Executive is serving as a Senior
Advisor), Executive will devote his best efforts and substantially all of his business time and attention to the business of the Company.
While Executive serves as Senior Advisor between October 29, 2021 and November 9, 2021 and thereafter while Executive serves as CEO, Executive
shall also serve as a Director of the Board of Directors of the Company (the “Board”) at the pleasure of the
Board in accordance with the governing documents and applicable law. In accordance with the Company’s non-employee director compensation
policy, effective upon the commencement of Executive’s employment, Executive will no longer be entitled to compensation for service
on the Board. Notwithstanding the foregoing, by virtue of Executive’s employment hereunder and continued service on the Board, there
will be no break in Executive’s “Continuous Service” as defined under the Company’s 2014 Equity Incentive Plan
and, accordingly, all outstanding equity awards held by Executive as of the Effective Date will remain outstanding and, to the extent
unvested, will continue to vest in accordance with their respective terms. Additionally, pursuant to Nasdaq listing rules, Executive will
no longer meet the definition of “independent director” and, accordingly, will no longer be eligible to serve on any standing
committee of the Board. By entering into this Agreement, Executive resigns, effective upon the Effective Date, from the Audit Committee
and the Compensation Committee of the Board.


 


1.2              Duties.
Executive will report to the Board performing such duties as are normally associated with Executive’s position in effect at
such time and such duties as are assigned to Executive from time to time by the Board, subject to the oversight and direction of the
Board. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate
headquarters which are currently located in Stamford, Connecticut. In addition, Executive shall make such business trips to such
places as may be necessary or advisable for the efficient operations of the Company.


 






    


     


    

 


1.3          At-Will
Employment. Executive’s employment relationship with the Company is, and shall at all times remain, at-will. This means
that either Executive or the Company may terminate the employment relationship at any time, for any reason or for no reason, with or
without cause or advance notice.


 


1.4          Company
Policies and Benefits. The employment relationship between the parties shall also be subject to the Company’s personnel
policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion.
Executive will be eligible to participate on the same basis as similarly situated employees in the Company’s benefit plans in effect
from time to time during his employment. All matters of eligibility for coverage or benefits under any benefit plan shall be determined
in accordance with the provisions of such plan. The Company reserves the right to change, alter, or terminate any benefit plan in its
sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the
Company’s general employment policies or practices, this Agreement shall control.


 


1.5                    Start
Date. Executive’s employment with the Company shall commence on October 29, 2021 (the “Start Date”).


 


		2.	Compensation.



 


2.1           Salary. Executive shall receive for Executive’s services to be rendered hereunder an initial annualized base salary
of $680,000, subject to review and adjustment from time to time by the Board in its sole discretion and payable subject to standard
federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (“Base
Salary”). The Base Salary shall be prorated for any partial year of employment on the basis of a 365-day year.


 


2.2          Target Bonus.


 


(a)           During
Employment. Executive shall be eligible for an annual cash bonus with the initial target amount of such bonus equal to sixty
percent (60%) of Executive’s Base Salary during the then-current bonus year (“Target Bonus”),
subject to review and adjustment from time to time by the Compensation Committee of the Board in its sole discretion, payable
subject to standard federal and state payroll withholding requirements. Whether or not Executive is eligible for any annual bonus
will be dependent upon (a) the actual achievement by Executive and the Company of the applicable individual and corporate
performance goals, as determined by the Company, and (b) Executive’s continuous performance of services to the Company through
the date any annual bonus is paid. Executive will be eligible for a pro-rated annual bonus for 2021 (the “2021
Bonus”), prorated based upon the number of days during which he was employed by the Company in 2021, provided
Executive remains employed in good standing through December 31, 2021. If earned, the 2021 Bonus will be paid on or before
March 15, 2022.


 


(b)           Upon
Termination. Except as otherwise set forth in Section 6 herein, in the event Executive leaves the employ of the Company for any
reason prior to payment of any bonus, Executive is not eligible for such bonus, prorated or otherwise.


 






    


     


    

 


2.3          Signing
Payment. The Company will provide Executive a signing bonus in the total amount of $400,000 (the “Signing Bonus”),
less applicable withholding taxes, which will be paid in two equal installments. The first installment will be paid to Executive on the
Company’s first regular payroll date following the Start Date. The second installment of the Signing Bonus (the “Second
Installment”) will be paid to Executive on the Company’s last regular payroll date prior to March 15, 2022 (the “Second
Installment Payment Date”), subject to Executive’s continued employment with the Company through such payment date.
If, prior to the Second Installment Payment Date, Executive’s employment is terminated by the Company without Cause (as defined
below) or Executive resigns for Good Reason (as defined below) then the Executive will be eligible to receive the Second Installment
on the next regularly scheduled payroll date following the Release Effective Date (as defined below), provided that Executive has timely
executed and has not revoked the Release by such date.


 


2.4         Expense
Reimbursement.


 


(a)                 General.
The Company will reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement
policy, subject to applicable payroll withholdings and deductions (if any).


 


(b)                
Legal Fees. The Company will reimburse Executive for his reasonable legal fees incurred in connection with the review
and negotiation of this Agreement in an amount not to exceed $15,000.


 


(c)              
409A. To the extent that any reimbursements payable to Executive under this Agreement are subject to the provisions
of Section 409A of the Code, then (i) any such reimbursements will be paid no later than December 31 of the year following the year in
which the expense was incurred or, with respect to any tax reimbursement, the year in which the taxes were paid, (ii) the amount of expenses
reimbursed in one (1) year will not affect the amount eligible for reimbursement in any subsequent year, and (iii) the right to reimbursement
under this Agreement will not be subject to liquidation or exchange for another benefit.


 


2.5         Equity.
Subject to the approval of the Board or a committee thereof, and subject to Executive being an employee of the Company on the date
of grant, Executive shall be granted the following awards: (a) a restricted stock unit award with a grant date value of $100,000,
with the number of restricted stock units being determined by dividing the closing price of a share of the Company’s common
stock on the date of grant into such aggregate value, which restricted stock unit award shall vest on March 31, 2022, subject to
Executive’s continued employment through such date; (b) 566,000 stock options, which shall have an exercise price equal to the
fair market value of a share of Company common stock on the date of grant, and which shall vest 25% on the first anniversary of the
date of grant and then in equal quarterly installments over the subsequent three (3) years, in each case subject to
Executive’s employment on the date of grant; and (c) 142,000 restricted stock units which shall vest 25% on the first
anniversary of the date of grant and then in equal quarterly installments over the subsequent three (3) years, in each case subject
to Executive’s employment on the date of grant. Such equity awards shall be subject to the terms of the plan and award
agreement pursuant to which they are granted.


 






    


     


    

 


3.           Confidential
Information, Inventions, Non-Solicitation and Non-Competition Obligations. In connection with Executive’s employment
with the Company, Executive will receive and have access to the Company’s confidential information and trade secrets. Accordingly,
and in consideration of the benefits that Executive is eligible to receive under this Agreement, contemporaneously with this Agreement,
Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement
(the “Confidential Information Agreement”), attached as Exhibit A, which contains certain confidentiality,
non-disclosure, non-solicitation and non-competition obligations, among other obligations. The Confidential Information Agreement contains
provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement.


 


4.           Outside Activities. Except with the prior written consent
of the Company’s Board, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation
or business enterprise that would interfere with Executive’s responsibilities and the performance of Executive’s duties hereunder
except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit and/or other
charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities
consistent with Executive’s duties, and (iii) such other activities as may be specifically approved by the Board. This restriction
shall not, however, preclude Executive from owning less than one percent (1%) of the total outstanding shares of a publicly traded company.


 


5.           No Conflict with Existing Obligations. Executive represents
that Executive’s performance of all the terms of this Agreement and as an executive of the Company does not and will not breach
any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations
Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive
agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.


 


6.              Termination
Of Employment. The parties acknowledge that either Executive or the Company may terminate the employment relationship
at any time for any reason by giving notice as described in Sections 6.6 and 7.1. The provisions in this Section 6 govern the amount
of compensation, if any, to be provided to Executive upon termination of employment and do not restrict the right of either party to
terminate the employment relationship.


 









    


     


    

 


6.1         Termination by the Company Without Cause or Resignation by Executive for Good Reason (not in Connection with a Change in Control).


 


(a)            The
Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without
 “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 6.6 of this Agreement. A termination
pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the Non-CIC Severance Benefits
described in (and as defined in) this Section 6.1 or the CIC Severance Benefits described in (and as defined in) Section 6.2.


 


(b)           If
the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with
the Company for “Good Reason” (as defined in Section 6.1(g) below), in either case, at any time except during the Change
in Control Measurement Period (both “Change in Control” and “Change in Control Measurement Period” as defined
in Section 6.2 below), then Executive shall be entitled to receive the Accrued Obligations (defined in Section 6.1(d) below). If such
termination without Cause or for Good Reason not occurring during the Change in Control Measurement Period constitutes a “separation
from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder,
a “Separation from Service”), and Executive complies with the obligations in Section 6.1(c) below, Executive
shall also be eligible to receive the following “Non-CIC Severance Benefits:”


 


(i)                    The
Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12) months
(the “Non-CIC Severance”). The Non-CIC Severance will be paid in substantially equal installments on the Company’s
regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that
no portion of the Non-CIC Severance will be paid prior to the Release Effective Date (as defined below), and any such payments that are
otherwise scheduled to be made prior to the Release Effective Date shall instead accrue and be made on the first regular payroll date
following the Release Effective Date;


 


(ii)              Provided
Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state
continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay
the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as
applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the
termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in
connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law
continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of
(1)-(3), (the “Non-CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company
determines that its payment of COBRA, or state continuation coverage, premiums on 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 such premiums pursuant to this Section, the Company shall
pay Executive on the last day of each remaining month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the
COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the Non-CIC
COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for
benefits under plans and policies arising under Executive’s employment by the Company;


 






    


     


    

 


(iii)           
The Company will pay Executive an amount equal to the Target Bonus under Section 2.2 for the calendar year in which Executive’s
termination occurs, prorated for any partial year of employment on the basis of a 365-day year, less applicable withholdings and deductions,
payable in a lump sum on the later of (x) the date that annual performance bonuses are normally paid to other executives at the Company
for that calendar year or (y) the Release Effective Date, but in no event later than March 15 of the year following the year to which
the bonus is attributable; and


 


(iv)                 Notwithstanding
anything contained in Executive’s stock option or other equity award agreements to the contrary, the vesting and exercisability
of those outstanding time-based equity awards held by Executive immediately prior to the termination date (if any) that would have vested
over the 12-month period immediately following the termination date shall be accelerated and deemed vested as of the termination date.


 


 


(c)                Executive
will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from
employment or earlier if required by law. Executive shall receive the Non-CIC Severance Benefits pursuant to Section 6.1(b) or the
CIC Severance Benefits pursuant to Section 6.2(a) of this Agreement if: (i) within the consideration period specified therein, but
in no event later than the sixtieth (60th) day following the date of Executive’s Separation from Service, Executive has signed
and delivered to the Company a separation agreement containing an effective, general release of claims in favor of the Company and its
affiliates and representatives, in the form presented by the Company (the “Release”), which cannot be revoked
in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective
Date”); (ii) if Executive holds any other positions with the Company or any Affiliate, including a position on the Board,
Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as
requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with all post-termination obligations
under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including
without limitation any non-disparagement and confidentiality provisions contained in the Release.


 


(d)            For
purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary
through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the
Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or
health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such
plan.


 






    


     


    

 


(e)              
The Non-CIC Severance Benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and not in addition to, any
benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. For avoidance of doubt, Executive
shall not be eligible to receive both CIC Severance Benefits and Non-CIC Severance Benefits.


 


(f)                   The
damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain; therefore, the Non-CIC
Severance Benefits for which Executive is eligible pursuant to Section 6.1(b) in exchange for the Release is agreed to by the parties
as liquidated damages, to serve as full compensation, and not a penalty.


 


(g)                   For
purposes of this Agreement, “Good Reason” means any of the following conditions or actions taken by the Company
without Cause and without Executive’s consent: (i) a material breach by the Company of an agreement between Executive and the Company;
(ii) the Company significantly reducing Executive’s Base Salary or the target percentage eligibility established for Executive’s
annual bonus in Section 2.2, other than any Company-wide reduction in compensation of employees; (iii) the Company significantly reducing
Executive’s duties, authority or responsibilities relative to Executive’s duties, authority or responsibilities in effect
immediately prior to such reduction; or (iv) the Company relocating the facility that is Executive’s principal place of business
with the Company to a location more than fifty (50) miles from the immediately preceding location (excluding regular travel in the ordinary
course of business); provided, further, that in each case above, in order for Executive’s resignation to be deemed to have been
for Good Reason, Executive must first give the Company written notice of the action or omission giving rise to “Good Reason”
within thirty (30) days after the first occurrence thereof; the Company must fail to reasonably cure such action or omission within thirty
(30) days after receipt of such notice (the “Cure Period”); and Executive’s resignation must be effective
not later than thirty (30) days after the expiration of such Cure Period. For the avoidance of doubt, Executive agrees that his change
from Senior Advisor to CEO is consented to and shall not constitute Good Reason under prong (iii) of this Section.


 






    


     


    

 


6.2         Termination
by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).


 


(a)         In the event that Executive’s employment is terminated without Cause or Executive resigns for Good Reason, in either
case, within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control
Measurement Period”) of the Company, then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s
full compliance with Section 6.1(c) above, including but not limited to the Release requirement and Executive’s continued compliance
with obligations to the Company under Executive’s Confidential Information Agreement, then Executive will be eligible for the following
 “CIC Severance Benefits:”




 


(i)                The
Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for eighteen (18)
months (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s
regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that
no portion of the CIC Severance will be paid prior to the Release Effective Date, and any such payments that are otherwise scheduled
to be made prior to the Release Effective Date shall instead accrue and be made on the first regular payroll date following the Release
Effective Date;


 


(ii)             
Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA,
or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will
pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable)
health insurance coverage in effect on the termination date until the earliest of: (1) eighteen (18) months following the termination
date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new
employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason,
including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment
Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation
coverage, premiums on 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
such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment
Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax
withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s
rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;


 


(iii)           
The Company will make a lump sum cash payment to Executive in an amount equal to one and a half (1.5) times the Target Bonus
for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first
payroll date after the sixtieth (60th) day following Executive’s date of termination, provided that Executive has delivered
an effective Release prior to such date; and


 


(iv)            
Notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary and,
provided further, that Executive’s equity awards have been continued, assumed or substituted for by the Company or the acquirer
or the surviving entity in such Change in Control, then effective as of the termination date, the vesting and exercisability of all outstanding
equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full.


 









    


     


    

 


(b)             
 For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Company’s
2014 Equity Incentive Plan, as may be amended from time to time, or any successor thereto.


 


(c)              
The CIC Severance Benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits
to which Executive may otherwise be entitled under any Company severance plan, policy, or program.


 


(d)             
Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement
Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.2(a)
above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.


 


6.3         Termination
by the Company for Cause.


 


(a)                 Subject
to Section 6.3(b) below, the Company shall have the right to terminate Executive’s employment with the Company at any time for
Cause by giving notice as described in Sections 6.6 and 7.1 of this Agreement.


 


(b)             
“Cause” for termination shall mean that the Company has determined in its sole discretion that Executive
has engaged in any one or more of the following: (i) Executive’s commission of a felony; (ii) any act or omission of Executive constituting
dishonesty, fraud, immoral, or disreputable conduct that causes material harm to the Company; (iii) Executive’s violation of Company
policy that causes material harm to the Company; (iv) Executive’s material breach of any written agreement between Executive
and the Company which, if curable, remains uncured for thirty (30) days after notice; or (v) breach of fiduciary duty. In the event Executive’s
employment is terminated at any time for Cause, Executive will not receive the Non-CIC Severance Benefits, the CIC Severance Benefits,
or any other severance compensation or benefit, except that, consistent with the Company’s standard payroll policies, the Company
shall provide to Executive the Accrued Obligations.


 


6.4         Resignation
by Executive (other than for Good Reason).


 


(a)              
Executive may resign from Executive’s employment with the Company at any time by giving notice as described in Sections
6.6 and 7.1.


 


(b)                       In
the event Executive resigns from Executive’s employment with the Company (other than for Good Reason), Executive will not receive
the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit, except that, consistent with
the Company’s standard payroll policies, the Company shall provide to Executive the Accrued Obligations.


 









    


     


    

 


6.5         Termination by Virtue of Death or Disability of Executive.


 


(a)              
In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder
shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies, provide to Executive’s
legal representatives Executive’s Accrued Obligations, but neither Executive nor Executive’s legal representatives will be
eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit.


 


(b)             
Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to the Executive,
to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company of Executive’s
employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental
condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months
in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians, jointly selected
by the Executive or the Executive’s guardian and the Company, of the likely continuation of such condition for such period. This
definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and
other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will not
be eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit. Notwithstanding
the foregoing sentence, Executive will be eligible to receive a cash amount equal to Executive’s annual bonus earned based on actual
performance pro-rated for Executive’s months of service during the applicable year, up to and including the month of termination
due to Executive’s Disability, less applicable tax withholdings, which shall be payable in a lump sum cash payment concurrently
with the annual cash bonus payments to other similarly-situated executives, provided, that Executive has timely executed and has not revoked
the Release by such payment date, which date shall occur prior to March 15 of the year following the year of such termination due to Executive’s
Disability.


 


6.6         Notice; Effective Date of Termination.


 


(a)          Termination
of Executive’s employment pursuant to this Agreement shall be effective on the earliest of:


 


(i)                  immediately
after the Company gives notice to Executive of Executive’s termination, with or without Cause (except for a termination for “Cause”
under Section 6.3(b)(vi) in which case thirty (30) days after notice if not cured), unless the Company specifies a later date, in which
case, termination shall be effective as of such later date;


 


(ii)            
immediately upon Executive’s death;


 


(iii)               ten
(10) days after the Company gives notice to Executive of Executive’s termination on account of Executive’s Disability,
unless the Company specifies a later date, in which case, termination shall be effective as of such later date, provided that
Executive has not returned to the full time performance of Executive’s duties prior to such date;


 






    


     


    

 


(iv)            
except as addressed by Section 6.6(a)(v), thirty (30) days after Executive gives written notice to the Company of Executive’s
resignation, provided that the Company may set a termination date at any time between the date of notice and the date of resignation,
in which case Executive’s resignation shall be effective as of such other date. Executive will receive compensation through any
required notice period; or


 


(v)                 
for a termination for Good Reason, immediately upon Executive’s full satisfaction of the requirements of Section 6.1(g).


 


(b)           In
the event notice of a termination under subsection (a)(i) is given orally, at the other party’s request, the party giving notice
must provide written confirmation of such notice within five (5) business days of the request in compliance with the requirement of Section
7.1 below.


 


6.7         Cooperation With Company. During Executive’s employment and following termination of Executive’s employment
for any reason, Executive shall reasonably cooperate with the Company in all matters relating to the winding up of Executive’s pending
work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work
to such other employees as may be designated by the Company. To the extent Executive is required to spend more than ten (10) total hours
following Executive’s termination providing cooperation under this Section 6.7, the Company shall reasonably compensate Executive
for any additional time spent. The Company shall make reasonable efforts to minimize disruption of the Executive’s other activities
following termination of employment.


 


6.8         Effect
of Termination. Executive agrees that should Executive’s employment be terminated for any reason, Executive shall be deemed
to have resigned from any and all positions with the Company and its subsidiaries.


 


6.9         Application of Section 409A.


 


(a)              
It is intended that all of the compensation payable under this Agreement, to the greatest extent possible, is exempt from the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or, if not
so exempt, complies with Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating
by reference all required definitions and payment terms. Severance benefits under the Agreement are intended to be exempt from Section
409A of the Code under the “short term deferral” exemption, to the maximum extent applicable, and then under the “separation
pay” exemption, to the maximum extent applicable.


 


(b)              No
severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation
from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations
Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether
severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each
installment payment hereunder shall at all times be considered a separate and distinct payment.


 






    


     


    

 


(c)                    To
the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application
of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and
sign the Release spans two (2) calendar years, the severance payments will not begin until the second (2nd) calendar year.
If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under
Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i)
of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of
the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur
of (a) the date that is six (6) months and one (1) day after Executive’s Separation from Service, and (b) the date of Executive’s
death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would
otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.9(c);
and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections
6.1 and 6.2. No interest shall be due on any amounts deferred pursuant to this Section 6.9(c).


 


(d)             
To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive
under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred
and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect
amounts reimbursable or provided in any subsequent year.


 


(e)              
Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement
comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or
other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.


 


6.10       Parachute
Taxes.


 


(a)               If
any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for
this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then
any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced
Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result
in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including
the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account
all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable
marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that
all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the
preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur
in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If
more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the
 “Pro Rata Reduction Method”).


 






    


     


    

 


(b)             
Notwithstanding any provision of this Section 6.10 to the contrary, if the Reduction Method or the Pro Rata Reduction
Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject
to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified
so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve
to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second
priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated)
before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation”
within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning
of Section 409A.


 


(c)              
The Company shall bear all expenses with respect to the determinations required to be made hereunder.


 


(d)                
If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 6.10(a) and the
Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly
return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 6.10(a)) so that no portion
of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause
(y) of Section 6.10(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.


 


7.          General Provisions.


 


7.1         Notices.
Any notices required hereunder to be in writing shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient, and if not,
then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the Company, “Attention Chairman of the Board,” at
its primary office location and to Executive at Executive’s address as listed on the Company payroll or (if notice is given
prior to Executive’s termination of employment) to Executive’s Company-issued email address, or at such other address as
the Company or Executive may designate by ten (10) days’ advance written notice to the other.


 






    


     


    

 


7.2             
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provisions had never been contained herein.


 


7.3             
Waiver. If either party should waive any breach of any provisions of this Agreement, Executive or the Company shall
not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 


7.4                   Complete Agreement. This Agreement, and exhibit hereto, constitutes the entire agreement between Executive and the Company
with regard to the subject matter hereof. This Agreement is the complete, final, and exclusive embodiment of their agreement with regard
to this subject matter and supersedes any prior oral discussions or written communications and agreements. This Agreement is entered into
without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except
in writing signed by Executive and an authorized officer of the Company. The parties have entered into a separate Confidential Information
Agreement, and have or may enter into separate agreements related to equity awards. These separate agreements govern other aspects of
the relationship between the parties, have or may have provisions that survive termination of Executive’s employment under this
Agreement, may be amended or superseded by the parties without regard to this Agreement and are enforceable according to their terms without
regard to the enforcement provision of this Agreement.


 


7.5
                   Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures
of more than one party, but all of which taken together will constitute one and the same Agreement.


 


7.6                  
Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute
a part hereof nor to affect the meaning thereof.


 


7.7                   Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive
and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any
of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company, which shall not
be withheld unreasonably.


 









    


     


    

 


7.8             
 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed
by the law of the State of Connecticut, without giving effect to choice of law principles.


 


7.9             
Resolution of Disputes. The parties recognize that litigation in federal or state courts or before federal or state
administrative agencies of disputes arising out of Executive’s employment with the Company or out of this Agreement, or Executive’s
termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and
may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising
out of or relating to the negotiation, execution, performance or termination of this Agreement or Executive’s employment, including,
but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981
of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar
federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment,
shall be settled by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American
Arbitration Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between
the parties that do not themselves specify arbitration as an exclusive remedy and further shall not apply to discrimination, harassment,
or retaliation claims to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the
applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid. The location for the arbitration shall be the
Fairfield County, Connecticut area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes,
and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. To the extent mandatory
arbitration of discrimination, harassment, and/or retaliation claims is prohibited by applicable law(s) and the applicable law(s) are
not preempted by the Federal Arbitration Act or otherwise invalid, then in the event Executive intends to bring multiple claims, including
a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed
with a court, while any other claims will remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative
fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s
option, Executive may voluntarily pay up to one-half (1/2) the costs and fees. The parties acknowledge and agree that their obligations
to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship
between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each
party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except
as otherwise expressly provided in this Agreement. By election arbitration as the means for final settlement of all claims, the parties
hereby waive their respective rights to, and agree not to, sue each other in any action in a federal, state or local court with respect
to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree
to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.




 


[signatures
to follow on next page]


 









    


     


    

 


In Witness
Whereof, the parties have executed this Executive Employment Agreement on the day and year first written above.


 


	
    Cara
    Therapeutics, Inc.

     

    /s/
    Martin Vogelbaum

    (Signature)

     

    By: Martin Vogelbaum

     

    Title: Lead Independent Director
	 	
    Executive:

     

    /s/
    Chris Posner

    (Signature)

     

    By: Chris Posner

      



 








    


     


    

 


Exhibit A 

Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement


 


Employee
Confidential Information, Inventions, Non-Solicitation


and Non-Competition
Agreement


 


In consideration of my employment
or continued employment by Cara Therapeutics, Inc., and its subsidiaries, parents, affiliates, successors and assigns (together,
 “Company”) and the compensation now and later paid to me, I hereby enter into this Employee Confidential
Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Agreement”) and agree as
follows:


 


1.         Confidential
Information Protections.


 


1.1            Recognition
of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship
of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable
interest therein. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon
or publish any of Company’s Confidential Information, except as such disclosure, use or publication may be required in connection
with my work for Company, or unless an officer of Company expressly authorizes such disclosure in writing. I will obtain Company’s
written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates
any Confidential Information. I hereby assign to Cara Therapeutics, Inc. any rights I may have or acquire in such Confidential Information
and recognize that all Confidential Information shall be the sole and exclusive property of Cara Therapeutics, Inc. and its assigns.
I will take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information. Notwithstanding
the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation
of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


 


1.2            Confidential
Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information
of Company. By way of illustration but not limitation, “Confidential Information” includes (a) trade secrets,
inventions, mask works, ideas, processes, formulas, software in source or object code versions, data, programs, other works of authorship,
know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all Intellectual Property
Rights therein (collectively, “Inventions”); (b) information regarding research, development, new products,
marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit
terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies,
financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal
services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing; (c) information
regarding customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with
respect to the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and
quantity of products and services provided or sought to be provided to customers and potential customers of Company and other non-public
information relating to customers and potential customers; (d) information regarding any of Company’s business partners and
their services, including names; representatives, proposals, bids, contracts and their contents and parties, the type and quantity of
products and services received by Company, and other non-public information
relating to business partners; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any
other non-public information which a competitor of Company could use to the competitive disadvantage of Company. Notwithstanding the foregoing,
it is understood that, at all such times, I am free to use information which was known to me prior to employment with Company or
which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me. Notwithstanding
the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall
limit my right to discuss my employment or report possible violations of law or regulation, including discrimination or harassment, with
the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and
Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my
employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such
disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower”
statutes or other similar provisions that protect such disclosure.


 






    


     


    

 


1.3            Third
Party Information. I understand, in addition, that Company has received and in the future will receive from third parties their
confidential and/or proprietary knowledge, data or information (“Third Party Information”) subject to a duty
on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During my
employment and thereafter, I will hold Third Party Information in confidence and will not disclose to anyone (other than Company
personnel who need to know such information in connection with their work for Company) or use, except in connection with my work for Company,
Third Party Information unless expressly authorized by an officer of Company in writing.


 


1.4            Term
of Nondisclosure Restrictions. I understand that Confidential Information and Third Party Information is never to be used or disclosed
by me, as provided in this Section 1. If a temporal limitation on my obligation not to use or disclose such information is required
under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and Company agrees that
the two (2) year period after the date my employment ends will be the temporal limitation relevant to the contested restriction,
provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.


 


1.5            No
Improper Use of Information of Prior Employers and Others. During my employment by Company, I will not improperly use
or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation
of confidentiality, and I will not bring onto the premises of Company any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or
person.


 


2.          Assignments
of Inventions.


 


2.1            Definitions.
As used in this Agreement, the term “Intellectual Property Rights” means all trade secrets, Copyrights,
trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country; the
term “Copyright” means the exclusive legal right to
reproduce, perform, display, distribute and make derivative works of a
work of authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and the term
 “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights
recognized by the laws of any jurisdiction or country.


 


2.2            Excluded
Inventions and Other Inventions. Attached hereto as Exhibit A is a list describing all existing Inventions, if
any, that may relate to Company’s business or actual or demonstrably anticipated research or development and that were made by me
or acquired by me prior to the commencement of my employment with, and which are not to be assigned to, Company (“Excluded
Inventions”). If no such list is attached, I represent and agree that it is because I have no rights in any existing
Inventions that may relate to Company’s business or actual or demonstrably anticipated research or development. For purposes of
this Agreement, “Other Inventions” means Inventions in which I have or may have an interest, as of the commencement
of my employment, other than Company Inventions (defined below) and Excluded Inventions. I acknowledge and agree that if I use any Excluded
Inventions or any Other Inventions in the scope of my employment, or if I include any Excluded Inventions or Other Inventions in any product
or service of Company, or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be
required for, the exercise by Company of any rights assigned to Company under this Agreement, I will immediately so notify Company
in writing. Unless Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant
to Company, in such circumstances (whether or not I give Company notice as required above), a non-exclusive, perpetual, transferable,
fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to
reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later
developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions
and Other Inventions. To the extent that any third parties have rights in any such Other Inventions, I hereby represent and warrant
that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.


 






    2


     


    

 


2.3            Assignment
of Company Inventions. Inventions assigned to Cara Therapeutics, Inc., or to a third party as directed by Cara Therapeutics, Inc.
pursuant to Section 2.6, are referred to in this Agreement as “Company Inventions.” Subject to Section 2.4
(Unassigned or Nonassignable Inventions) and except for Excluded Inventions set forth in Exhibit A and Other Inventions, I
hereby assign to Cara Therapeutics, Inc. all my right, title, and interest in and to any and all Inventions (and all Intellectual
Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the
period of my employment by Company. To the extent required by applicable Copyright laws, I agree to assign in the future (when any
copyrightable Inventions are first fixed in a tangible medium of expression) my Copyright rights in and to such Inventions. Any assignment
of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights.
To the extent such Moral Rights cannot be assigned to Cara Therapeutics, Inc. and to the extent the following is allowed by the laws
in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and
all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. I further
acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions (and any
Intellectual Property Rights with respect thereto).


 


2.4            Unassigned
or Nonassignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Invention that
I developed entirely on my own time without using Company’s equipment, supplies, facilities, trade secrets or Confidential Information,
except for those Inventions that either (i) relate to Company’s actual or anticipated business, research or development, or
(ii) result from or are connected with work performed by me for Company. In addition, this Agreement does not apply to any Invention
which qualifies fully for protection from assignment to Company under any specifically applicable state law, regulation, rule or
public policy (“Specific Inventions Law”).


 


2.5            Obligation
to Keep Company Informed. During the period of my employment and for one (1) year after termination of my employment, I
will promptly and fully disclose to Company in writing all Inventions authored, conceived, or reduced to practice by me, either alone
or jointly with others. In addition, I will promptly disclose to Company all patent applications filed by me or on my behalf within
one (1) year after termination of employment. At the time of each such disclosure, I will advise Company in writing of any Inventions
that I believe fully qualify for protection under the provisions of any applicable Specific Inventions Law; and I will at that time provide
to Company in writing all evidence necessary to substantiate that belief. Company will keep in confidence and will not use for any purpose
or disclose to third parties without my consent any Confidential Information disclosed in writing to Company pursuant to this Agreement
relating to Inventions that qualify fully for protection under a Specific Inventions Law. I will preserve the confidentiality of any Invention
that does not fully qualify for protection under a Specific Inventions Law.


 


2.6            Government
or Third Party.  I agree that, as directed by Company, I will assign to a third party, including without limitation the
United States, all my right, title, and interest in and to any particular Company Invention.


 


2.7            Ownership
of Work Product.


 


(a)            I
acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment
and which are protectable by Copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).


 


(b)            I
agree that Cara Therapeutics, Inc. will exclusively own all work product that is made by me (solely or jointly with others) within
the scope of my employment, and I hereby irrevocably and unconditionally assign to Cara Therapeutics, Inc. all right, title, and
interest worldwide in and to such work product. I understand and agree that I have no right to publish on, submit for publishing, or use
for any publication any work product protected by this Section, except as necessary to perform services for Company.


 


2.8            Enforcement
of Intellectual Property Rights and Assistance. I will assist Company in every proper way to obtain, and from time to time
enforce, United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any and all countries.
To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Company
may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property
Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Intellectual Property Rights
to Cara Therapeutics, Inc. or its designee, including the United States or any third party designated by Cara Therapeutics, Inc.
My obligation to assist Company with respect to Intellectual Property Rights relating to such Company Inventions in any and all countries
will continue beyond the termination of my employment, but Company will compensate me at a reasonable rate after my termination for the
time actually spent by me at Company’s request on such assistance. In the event Company is unable for any reason, after reasonable
effort, to secure my signature on any document needed in connection with the actions specified in this paragraph, I hereby irrevocably
designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled
with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts
to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim
to Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Intellectual Property
Rights assigned under this Agreement to Cara Therapeutics, Inc.


 






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2.9            Incorporation
of Software Code. I agree that I will not incorporate into any Company software or otherwise deliver to Company any software
code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires
or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed
by Company except in strict compliance with Company’s policies regarding the use of such software.


 


3.            Records.
I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required
by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at
Company, which records will be available to and remain the sole property of Company at all times.


 


4.            Duty
of Loyalty During Employment. I agree that during the period of my employment by Company I will not, without Company’s
express written consent, directly or indirectly engage in any employment or business activity which is directly or indirectly competitive
with, or would otherwise conflict with, my employment by Company.


 


5.            No
Solicitation of Employees, Consultants, Contractors, or Customers or Potential Customers. I agree that during the period of
my employment and for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary
termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner,
or in any other capacity, either directly or through others, except on behalf of Company:


 


5.1            solicit,
induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant, or independent
contractor of Company to terminate his or her relationship with Company, even if I did not initiate the discussion or seek out the contact;


 


5.2            solicit,
induce, encourage, or participate in soliciting, inducing, or encouraging any person known to me to be an employee, consultant, or independent
contractor of Company to terminate his or her relationship with Company to render services to me or any other person or entity that researches,
develops, markets, sells, performs or provides or is preparing to develop, market, sell, perform or provide Conflicting Services (as defined
in Section 6 below);


 


5.3            hire,
employ, or engage in a business venture with as partners or owners or other joint capacity, or attempt to hire, employ, or engage in a
business venture as partners or owners or other joint capacity, with any person then employed by Company or who has left the employment
of Company within the preceding three (3) months to research, develop, market, sell, perform or provide Conflicting Services;


 


5.4            solicit,
induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner
harmful to Company its relationship with Company;


 


5.5            solicit
or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer
to purchase or contract for any Conflicting Services; or


 


5.6            perform,
provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.


 


The parties agree that for purposes of this Agreement,
a “Customer or Potential Customer” is any person or entity who or which, at any time during the one (1) year
period prior to my contact with such person or entity as described in Sections 5.4-5.6 above if such contact occurs during my employment
or, if such contact occurs following the termination of my employment, during the one (1) year period prior to the date my employment
with Company ends: (i) contracted for, was billed for, or received from Company any product, service or process with which I worked
directly or indirectly during my employment by Company or about which I acquired Confidential Information; (ii) was in contact with
me or in contact with any other employee, owner, or agent of Company, of which contact I was or should have been aware, concerning the
sale or purchase of, or contract for, any product, service or process with which I worked directly or indirectly during my employment
with Company or about which I acquired Confidential Information; or (iii) was solicited by Company in an effort in which I was involved
or of which I was aware.


 






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6.            Non-Compete
Provision. I agree that for the one (1) year period after the date my employment ends for any reason, including but not
limited to voluntary termination by me or involuntary termination by Company, I will not, directly or indirectly, as an officer,
director, employee, consultant, owner, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide
Conflicting Services anywhere in the Restricted Territory (as defined below), nor will I assist another person to solicit, perform or
provide or attempt to perform or provide Conflicting Services anywhere in the Restricted Territory.


 


The parties agree that for purposes of this Agreement,
“Conflicting Services” means any product, service, or process or the research and development thereof, of any
person or organization other than Company that directly competes with a product, service, or process, including the research and development
thereof, of Company with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential
Information during my employment by Company.


 


The parties agree that for purposes of this Agreement,
 “Restricted Territory” means the one hundred (100) mile radius of any of the following locations: (i) any
Company business location at which I have worked on a regular or occasional basis during the preceding year; (ii) my home if I work
from home on a regular or occasional basis; (iii) any potential business location of Company under active consideration by Company
to which I have traveled in connection with the consideration of that location; (iv) the primary business location of a Customer
or Potential Customer; or (v) any business location of a Customer or Potential Customer where representatives of the Customer or
Potential Customer with whom I have been in contact in the preceding year are based.


 


7.         REASONABLENESS
OF RESTRICTIONS.


 


7.1            I
agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a living
or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s
legitimate business interests. I represent and agree that I am entering into this Agreement freely and with knowledge of its contents
with the intent to be bound by the Agreement and the restrictions contained in it.


 


7.2            In
the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company
agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to
the maximum extent allowed by law.


 


7.3            If
the court declines to enforce this Agreement in the manner provided in subsection 7.2, I and Company agree that this Agreement will
be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree to be bound
by this Agreement as modified.


 


7.4            Furthermore,
the parties agree that the market for Company’s products is worldwide. If, however, after applying the provisions of subsections
7.2 and 7.3, a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic limitation
and the Agreement or restriction(s) cannot otherwise be enforced, the parties hereby agree that the fifty (50) mile radius from any
location at which I worked for Company on either a regular or occasional basis during the one (1) year immediately preceding termination
of my employment with Company shall be the geographic limitation relevant to the contested restriction.


 


8.          No
Conflicting Agreement or Obligation. I represent that my performance of all the terms of this Agreement and as an employee
of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior
to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict
with this Agreement.


 


9.          Return
of Company Property. When I leave the employ of Company, I will deliver to Company any and all drawings, notes, memoranda,
specifications, devices, formulas and documents, together with all copies thereof, and any other material containing or disclosing any
Company Inventions, Third Party Information or Confidential Information of Company. I agree that I will not copy, delete, or alter any
information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal
computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to,
Confidential Information, I agree to provide Company with a computer-useable copy of all such Confidential Information and then permanently
delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system as reasonably
requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s
premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection
by Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an
exit interview and completing and signing Company’s termination statement if required to do so by Company.


 






    5


     


    

 


10.       Legal
and Equitable Remedies.


 


10.1            I
agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms. I agree that any threatened
or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company and Company will
have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without
bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened breach of this Agreement.


 


10.2            I
agree that if Company is successful in whole or in part in any legal or equitable action against me under this Agreement, Company will
be entitled to payment of all costs, including reasonable attorneys’ fees, from me.


 


10.3            In
the event Company enforces this Agreement through a court order, I agree that the restrictions of Sections 5 and 6 will remain in
effect for a period of twelve (12) months from the effective date of the order enforcing the Agreement.


 


11.      Notices.
Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time notice is given,
labeled “Attention Chief Executive Officer,” and to me at my address as listed on Company payroll, or at such other address
as Company or I may designate by written notice to the other. Notice will be effective upon receipt or refusal of delivery. If delivered
by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced
by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected
by the courier or express mail service receipt.


 


12.       Publication
of This Agreement to Subsequent Employer or Business Associates of Employee.


 


12.1            If
I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity while the
restrictions described in Sections 5 and 6 of this Agreement are in effect I agree to inform my potential employer, partner, co-owner
and/or others involved in managing the business with which I have an opportunity to be associated of my obligations under this Agreement
and also agree to provide such person or persons with a copy of this Agreement.


 


12.2            I
agree to inform Company of all employment and business ventures which I enter into while the restrictions described in Sections 5 and
6 of this Agreement are in effect and I also authorize Company to provide copies of this Agreement to my employer, partner, co-owner and/or
others involved in managing the business with which I am employed or associated and to make such persons aware of my obligations under
this Agreement.


 


13.      General
Provisions.


 


13.1            Governing
Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State
of Connecticut as such laws are applied to agreements entered into and to be performed entirely within Connecticut between Connecticut
residents. I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts for the county in which Company’s
principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.


 


13.2            Severability.
In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this
Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained in this
Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to
the extent compatible with the applicable law as it will then appear.


 


13.3            Successors
and Assigns. This Agreement is for my benefit and the benefit of Company, its successors, assigns, parent corporations, subsidiaries,
affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.


 


13.4            Survival.
The provisions of this Agreement will survive the termination of my employment, regardless of the reason, and the assignment of this Agreement
by Company to any successor in interest or other assignee.


 


13.5            Employment
At-Will. I agree and understand that nothing in this Agreement will change my at-will employment status or confer any right
with respect to continuation of employment by Company, nor will it interfere in any way with my right or Company’s right to terminate
my employment at any time, with or without cause or advance notice.


 






    6


     


    

 


13.6            Waiver.
No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company of any
right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict
adherence to all terms of this Agreement.


 


13.7            Export.
I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any
products utilizing such data, in violation of the United States export laws or regulations.


 


13.8            Advice
of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE
CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.


 


13.9            Entire
Agreement. The obligations pursuant to Sections 1 and 2 (except Subsections 2.4 and 2.7(a)) of this Agreement will apply to
any time during which I was previously engaged, or am in the future engaged, by Company as a consultant if no other agreement governs
nondisclosure and assignment of Inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter of this Agreement and supersedes and merges all prior discussions between us. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the
party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this
Agreement.


 


[Remainder
of Page Intentionally Left Blank]


 






    7


     


    

 





This Agreement will be effective as of October 29,
2021


 


     I
have read this agreement carefully and understand its terms. I have completely filled out Exhibit A to this Agreement.


 





	/s/ Christopher A. Posner	 
	(Signature)	 
	 	 
	Christopher A. Posner	 
	(Printed Name)	 
	 	 
	October 29, 2021	 
	(Date)	 



 


Accepted
and Agreed To:


 


Cara
Therapeutics, Inc.


 


 





	By:	/s/ Martin Vogelbaum	 
	 	 
	Name:	 Martin Vogelbaum	 
	 	 
	Title:	Lead Independent Director	 



 


[Signature
Page to Confidential Information, Inventions,


Non-Solicitation
and Non-Competition Agreement]


 






    8


     


    

 


Exhibit A


 


List
of Excluded Inventions


 


1.            Except
as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of
my employment by Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my
engagement by Company:


 


 ̈     No
inventions or improvements.


 


 ̈     See
below:


 


	Title	 	Date	 	Identifying Number or Brief Description
		 		 	
		 		 	
	 	 	 	 	 
	 	 	 	 	 
		 		 	


 


		 ̈	Additional sheets attached.



 


2.            Due
to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):


 





	 	Invention or Improvement	 	Party(ies)	 	Relationship
	1.	 	 	 	 	 
	 	 	 	 	 
	2.	 	 	 	 	 
	 	 	 	 	 
	3.	 	 	 	 	 



 


		 ̈	Additional sheets attached



 






    A-1.