Exhibit
10.17(d)


 


CONFIDENTIAL


 





RETENTION
AGREEMENT


 


THIS
RETENTION AGREEMENT (this “Agreement”), dated as of July 8, 2020, by and between Brooklyn Immunotherapeutics
LLC, a Delaware limited liability company (the “Company”), and Lynn Mason (the “Employee”),
provides:


 


WHEREAS,
the Employee is a key employee of the Company; and


 


WHEREAS,
the parties desire to enter into this Agreement in order to induce Employee to continue Employee’s employment with the
Company.


 


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


 


1.
Consideration.



 


(a)
In consideration of the Employee’s continuing full and faithful performance of Employee’s duties as an employee of
the Company for a period commencing as of the date hereof and ending on January 8, 2021 (the “Initial Retention Period”),
the Company agrees to pay to the Employee, in addition to the Employee’s regular compensation and subject to the provisions
of subsection 1(b) below, the lump sum of Two Hundred Thousand Dollars ($200,000.00) within thirty (30) days after January 8,
2021 (the “Initial Retention Payment”), in accordance with the Company’s payroll practices, in order
to induce the Employee to remain in the employ of the Company for the entirety of the Initial Retention Period. The Initial Retention
Payment shall be subject to payroll taxes and other withholdings required by applicable law.


 


(b)
In the event (i) Employee’s employment with the Company is terminated prior to the end of the Initial Retention Period (A)
by the Company for “Cause” (as defined in Section 5 of the Employee’s October 30, 2018 Letter Agreement with
the Company) or (B) due to the Employee’s resignation for any reason, or (ii) Employee does not perform Employee’s
duties assigned by the Company, the Employee shall not be entitled to the Initial Retention Payment. In the event Employee’s
employment with the Company is terminated prior to the end of the Initial Retention Period by the Company without “Cause”
or upon the death or disability of Employee, the Company shall pay Employee the Initial Retention Payment. For purposes of this
Agreement and the October 30, 2018 Letter Agreement, the parties agree that “disability” shall mean the inability
of the Employee to perform Employee’s essential duties and obligations as an employee of the Company to the reasonable satisfaction
of the Company, with or without a reasonable accommodation, due to a mental or physical impairment (as determined by a practicing
medical doctor satisfactory to the Company)


 


(c)
The Company may unilaterally elect a Second Retention Period from January 8, 2021 to July 8, 2021. Should the Company do so, the
same terms and conditions of Sections 1(a)-1(b) shall apply to the Second Retention Period. The Company will pay the Employee
a lump sum of Two Hundred Thousand Dollars ($200,000.00) within thirty (30) days after July 8, 2021, as long as the Employee’s
employment was not previously terminated for “Cause” or due to the Employee’s resignation or Employee’s
failure to perform assigned duties.


 


(d)
Nothing in this Agreement is intended to or shall be construed to create a contract of employment for any specific duration. Employee’s
employment with the Company may be terminated by either the Employee or the Company at any time with or without Cause, as employment
is expressly continued to be employment at will.


 




    	 



    	 



    




 


2.
Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed to have been
duly given if delivered personally, sent by receipted overnight courier or mailed, postage prepaid, registered or certified mail,
to the following addresses or at such other addresses as the Company or the Employee may designate from time to time in writing:


 


	If
        to the Employee:

         

        Lynn
        Mason

        

        
	If
        to the Company:

         

        Brooklyn
        Immunotherapeutics LLC

        140
        58th Street

        Building
        A, Suite 2100

        Brooklyn,
        NY 11220



 


3.
Governing Law/Arbitration. This Agreement shall be construed in accordance with and be governed by the internal laws
of the State of New York, without regard to the choice of law principles of any jurisdiction. The parties agree that any dispute
arising out of or related to this Agreement shall be resolved by final and binding arbitration under the auspices of the American
Arbitration Association. This agreement to arbitrate waives the parties’ rights to litigate their disputes in court or receive
a jury trial.


 


4.
Assignment. The Employee acknowledges that this Agreement is a contract for the Employee’s personal services,
and, therefore, it is not assignable by the Employee. The Company may, at its discretion, assign this Agreement to any successor
to its assets or stock as a consequence of merger or acquisition. This Agreement shall be enforceable by the parties’ successors
and permitted assigns. Following an assignment by the Company, all references herein to “the Company” shall be deemed
to apply to the Company’s successors and assigns, and all rights and privileges granted the Company hereunder shall be deemed
granted to the Company’s successors or assigns.


 


5.
Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.


 


6.
Amendment, Modification and Waiver; Third Party Beneficiaries. This Agreement may be amended, modified, superseded
or canceled only by a written instrument executed by the Employee and the Company. The waiver by any party of any breach of any
provision shall not be construed as a waiver of any other provision by such party. Each party shall have the right to waive fulfillment
of a covenant of which it is the beneficiary, but such waiver may be made only by written instrument executed by such party. No
extension of time for performance of any obligations or other acts hereunder shall be deemed to be an extension of the time for
performance of any other obligations or any other acts. Any change in the position of the Employee shall not affect or change
any obligations under this Agreement. Nothing expressed or implied herein shall be construed to give any other individual or entity
(any legal or equitable rights hereunder.


 


7.
Integration. This Agreement does not supersede the Employee’s October 30, 2018 Letter Agreement with the Company,
including Attachment A thereto (as amended by the parties’ March 12, 2020 Amendment To Employment Agreement), which shall
continue in full force and effect. Otherwise, this Agreement is the entire agreement between the parties concerning the subject
matter hereof, and supersedes any other prior or contemporaneous agreements, understandings, or arrangements concerning such subject
matter.


 


8.
Miscellaneous.


 


(a)
The prevailing party shall be entitled to recover reasonable attorneys’ fees and litigation costs fixed by the arbitrator.


 


(b)
This Agreement shall be interpreted according to the fair and common meaning of its terms and shall not be construed in favor
of, or against, either of the parties hereto by reason of the extent to which this Agreement or any such provision hereof (i)
is inconsistent with any prior draft hereof or (ii) was drafted by one party or the other to this Agreement.


 


(c)
Employee acknowledges that Employee has been given the opportunity to have her own attorney review this Agreement prior to signing
it and that Employee has read and understands this Agreement.


 


9.
Counterparts. This Agreement may be executed and delivered in multiple original, facsimile or electronic counterparts
(including via PDF), each of which will be deemed an original, but all of which when taken together shall constitute one and the
same agreement.


 






    	 



    	 



    

 


WITNESS
the following signatures:


 


	 	EMPLOYEE:
	 	 	 
	 	/s/
    Lynn Mason
	 	Lynn
    Mason
	 	 	 
	 	Brooklyn
    Immunotherapeutics LLC
	 	 	
	 	By:	/s/
    Charles Cherington
	 	Print
    Name: 	Charles
    Cherington
	 	Title:
    	Authorized
    Signatory