Exhibit
10.1


 


FORM
OF OFFER LETTER 


Shuttle Pharmaceuticals Holdings Inc.


One
Research Court, Suite 450


Rockville,
MD 20850


 


October
28, 2022


 


Bette Jacobs, PhD


Professor, O’Neill Institute for National & Global Health
Law


Georgetown University School of Law


Washington, DC 20817


 


Re:
Director Offer Letter


 


Dear
Dr. Jacobs:


 


Shuttle
Pharmaceuticals Holdings, Inc. (the “Company”) is pleased to offer you a position as a member of its board of
directors (the “Board”), effective as of October 28, 2022 (the “Effective Date”). We believe that
your background and experience will be a significant asset to the Company, and we look forward to your participation on the Board. Should
you choose to accept this position as a member of the Board, this letter agreement (this “Agreement”) shall constitute
an agreement between you and the Company and contains all the terms and conditions relating to the services that you agree to provide
the Company.


 


1.
Term. This Agreement is effective as of Effective Date. Your initial term as director shall be for a term of one year and
start on the Effective Date and continue until the annual meeting of stockholders of the Board to be held in 2023, subject to the provisions
in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the Company’s
annual stockholder’s meeting and upon re-election the terms and provisions of this Agreement shall remain in full force and effect.


 


2.
Services. You shall render services as a member of the Board and as a member of one or more committees of the Board (hereinafter
your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of
the Board and any committees on which you serve as a member as regularly or specially called. You may attend and participate at each
such meeting, via teleconference, video conference or in person. You shall consult with the other members of the Board as necessary via
telephone, electronic mail or other forms of correspondence.


 


3.
Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties,
consulting or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies
previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other services for
any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose
to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services
would conflict with areas of interest to the Company.


 


4.
Compensation. Assuming your material compliance with the terms of this Agreement, compensation for your services to the Company
shall be as described in this section.


 


a.
You will receive a cash fee of $25,000 per annum, payable in equal quarterly installments, in arrears, subject to your continuing service
as a member of the Board.


 


b.
You will be granted $100,000 worth of restricted stock units (“Restricted Stock Units”) issuable under the Company’s
2018 Equity Incentive Plan, with the following vesting schedule: 1/3 of the Restricted Stock Units will vest upon the date of the Effective
Date and the remaining Restricted Stock Units will vest annually in equal increments commencing on the first anniversary date of the
date of your appointment to the Board, in accordance with the terms of a separate Restricted Stock Unit Award Agreement between you and
the Company. Any unvested Restricted Stock Units will expire upon termination of your service.


 


c.
You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses
for in-person meetings).


 




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5.
D&O Insurance Policy. During the term of your service, the Company will maintain directors and officers lialibility insurance
in a commercially reasonable amount.


 


6.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by
you without the prior written consent of the Company.


 


7.
Confidential Information; Non-Disclosure. In consideration for your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:


 


a.
Definition. For purposes of this Agreement the term “Confidential Information” means:


 


i.
Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or
could have commercial value or utility in the business in which the Company is engaged; or


 


ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.


 


iii.
Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas,
designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice),
discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how,
software, formats, marketing plans, and analyses, business and business development plans and analyses, including any plans or potential
plans for equity or debt raises, strategies, forecasts, customer and supplier identities, characteristics and agreements.


 


b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:


 


i.
Any information which is, or otherwise becomes, generally available to the public other than as a result of a breach of the confidentiality
portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;


 


ii.
Information received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and


 


iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s
premises any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute
Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along
with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination
or Resignation, as defined in Section 9 herein.


 


d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to
others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.


 


e.
Ownership. You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how,
ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to
the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce, and defend any rights assigned.


 




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8.
Non-Solicitation. During the term of your appointment, you shall not directly solicit for employment any employee of the Company
with whom you have had contact due to your appointment.


 


9.
Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders
holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the
Board may also be terminated for any or no reason at any meeting of the Board or by written consent of a majority of the Board at any
time, or if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also
terminate your membership on the Board for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company’s obligations to pay you any compensation (including the vested portion of the Restricted Stock Units) that you
have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as
of the effective date of such termination or Resignation. Any Restricted Stock Units that have not vested as of the effective date of
such termination or Resignation shall be forfeited and cancelled.


 


10.
Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations
of the parties hereunder, shall be determined in accordance with the law of the State of Delaware applicable to agreements made and to
be performed entirely in the State of Delaware.


 


11.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties
hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time
to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.


 


12.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from
and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties,
other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses,
including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted
by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance
of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.


 


13.
Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create
any right for you to continue employment with the Company.


 


14.
Acknowledgement. You accept this Agreement subject to the terms and provisions of this Agreement. You agree to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors of the Company regarding any questions arising under
this Agreement.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




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This
Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.


 


	 	Sincerely,
	 	 
	 	SHUTTLE
    PHARMACEUTICALS HOLDINGS, INC.
	 	 	                              
	 	By:
    	
	 	Name:
    	Anatoly
    Dritschilo, M.D.
	 	Title:
    	Chief
    Executive Officer


 


	AGREED
    AND ACCEPTED:	 
	 	 
		 
	Name:
    	 


 




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