Exhibit 10.4


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”) is entered into as of the 28th day of June, 2019, by and between Shuttle Pharmaceuticals
Holdings, Inc., a Delaware corporation (the “Company”), and Anatoly Dritschilo, M.D., an individual
residing at the address set forth on Schedule A hereto (the “Executive”).


 


INTRODUCTION


 


WHEREAS, the Company
is in the business of the development and commercialization of specialty pharmaceuticals (the “Business”);


 


WHEREAS, the Company
wishes to employ the Executive under the title and capacity set forth on Schedule A hereto;


 


WHEREAS, the Executive
desires to be employed by the Company in such capacity, subject to the terms of this Agreement; and


 


WHEREAS, the Executive
acknowledges that he will not be entitled to compensation under this Agreement until such time as the Company either completes
an initial public offering or otherwise becomes a publicly reporting company.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:


 


1. Employment Period.
The initial term of the Executive’s employment by the Company (directly or through its wholly-owned subsidiary Shuttle Pharmaceuticals,
Inc.) pursuant to this Agreement shall commence upon the date hereof (the “Effective Date”) and shall continue
for three (3) years from the Effective Date (the “Employment Period”). Thereafter, the Employment Period shall
automatically renew for successive periods of three (3) years each, unless either party shall have given to the other at least
thirty (30) days’ prior written notice of their intention not to renew the Executive’s employment prior to the end
of the Employment Period or the then applicable renewal term, as the case may be. In any event, the Employment Period may be terminated
as provided herein.


 


2. Employment; Duties.


 


(a) Subject to the terms and conditions set forth
herein, the Company hereby employs the Executive to act for the Company during the Employment Period in the capacity set
forth on Schedule A hereto, and the Executive hereby accepts such employment. The duties and responsibilities of the
Executive shall include such duties and responsibilities appropriate to such office and as are normally associated with and
appropriate for such position and as the Company’s board of directors (the “Board”) may from time to
time reasonably assign to the Executive.


 




     


     


    

 


(b) Executive
recognizes that during the period of Executive’s employment hereunder, Executive owes an undivided duty of loyalty to the
Company, and Executive will use Executive’s good faith efforts to promote and develop the business of the Company and its
subsidiaries (the Company’s subsidiaries from time to time, together with any other affiliates of the Company, the “Affiliates”).
Executive shall devote all of Executive’s business time, attention and skills to the performance of Executive’s services
as an executive of the Company [except as set forth in Schedule A]. Recognizing and acknowledging that it is essential for
the protection and enhancement of the brand name, reputation and business of the Company and the goodwill pertaining thereto, Executive
shall perform the Executive’s duties under this Agreement professionally, in accordance with the applicable laws, rules and
regulations and such standards, policies and procedures established by the Company and the industry from time to time.


 


(c) However,
the parties agree that: (i) Executive may devote a reasonable amount of his time to civic, community, or charitable activities
and may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company,
as determined by the Board) and to other types of business or public activities not expressly mentioned in this paragraph and (ii)
Executive may participate as a non-employee director and/or investor in other companies and projects as disclosed by Executive
to, and approved by, the Board, so long as Executive’s responsibilities with respect thereto do not conflict or interfere
with the faithful performance of his duties to the Company.


 


3. Place of Employment.
The Executive’s services shall be performed at the Company’s offices located at One Research Court, Suite 450, Rockville,
MD 20850, at any other location at which the Company now or hereafter has a business facility, or at any other location where Executive’s
presence is necessary, including a home office, to perform his duties. The parties acknowledge that the Executive may be required
to travel in connection with the performance of his duties hereunder.


 


4. Base Salary.
The Executive shall be entitled to receive a salary from the Company during the Employment Period at a rate per year indicated
on Schedule A hereto (the “Base Salary”), which Base Salary shall commence upon the Company’s
completion of an initial public offering (“IPO”) or upon the Company becoming a publicly reporting company
under the Securities Exchange Act of 1934, as amended, whichever comes first. Once the Board has established the Base Salary,
such Base Salary shall be payable in monthly installments in accordance with the Company’s customary payroll practices.
The Executive’s Base Salary may be increased on each anniversary of the Effective Date, at the Board’s sole discretion.


 


5. Bonus.


 


(a) The
Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”), which shall be earned by the
Executive based upon the level of achievement of specific operational, financial or other milestones by the Company established
by the Board in consultation with the Executive (the “Milestones”) indicated on the attached Schedule B,
and based upon the Executive’s performance of the Executive Duties set forth on Schedule A. The amount of the Annual Bonus,
if any, and the method of payment of all or any portion of any Annual Bonus (which may be paid in cash, securities or other property)
shall be determined by the Board in its sole discretion. If the Board determines that any portion of the Annual Bonus is to be
paid in cash, such amount shall be payable in U.S. dollars within ten (10) days of the filing with the Securities and Exchange
Commission of the Company’s annual report on Form 10-K.


 




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(b) The Executive shall
be eligible to participate in any other bonus or incentive program established by the Company for executives of the Company.


 


6. Other Benefits


 


(a) Grant
of Restricted Stock Units. The Executive shall be entitled to receive a number of restricted stock units
(“Restricted Stock Units”) as set forth on Schedule A hereto, issuable under the Company’s
2018 Equity Incentive Plan, which will vest annually in one-third increments commencing on the first anniversary date of the
grant of Restricted Stock Units, in accordance with the terms of a separate Restricted Stock Unit Award Agreement, a form of
which is attached hereto as Exhibit A. Any additional equity awards to the Executive shall be at the option of the
Board.


 


(b) Restrictions.
Any and all shares of stock, options, restricted stock units and other equity awards granted to or owned by the Executive will
be subject to the share ownership guidelines and insider trading and blackout policies adopted from time to time by the Board of
Directors for senior executives of the Company and will also be subject to applicable holding periods and transaction reporting
requirements under applicable securities laws.


 


(c) Insurance and
Other Benefits. During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate
in any Company insurance programs and any applicable benefit plans, as the same may be adopted and/or amended from time to time
(the “Benefits”). The Executive shall be bound by all of the policies and procedures relating to Benefits established
by the Company from time to time.


 


(d) Vacation; Personal
Days. During the Employment Period, the Executive shall be entitled to an annual vacation of such duration consistent with
the Company’s policies from time to time, as determined by the Board. The Executive shall be entitled to paid personal days
on a basis consistent with the Company’s other senior executives, as determined by the Board.


 


(e) Expense Reimbursement.
The Company shall reimburse the Executive for all reasonable business, promotional, travel and entertainment expenses (“Reimbursable
Expenses”) incurred or paid by the Executive during the Employment Period in the performance of Executive’s services
under this Agreement on a basis consistent with the Company’s other senior executives, as determined by the Board, provided
that the Executive furnishes to the Company appropriate documentation required by the Internal Revenue Code and/or other taxing
authorities in a timely fashion in connection with such expenses and shall furnish such other documentation and accounting as the
Company may from time to time reasonably request.


 




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7. Termination; Compensation Due Upon Termination
of Employment. The Executive’s employment with the Company shall be entirely “at-will,” meaning that either
the Executive or the Company may terminate such employment relationship by terminating this Agreement in writing delivered to the
other party at any time for any reason or for no reason at all, subject, however, to the terms of this Section 7. The Executive’s
right to compensation for periods after the date his employment with the Company terminates shall be determined in accordance with
the provisions of paragraphs (a) through (e) below.


 


(a) Voluntary Resignation; Termination without
Cause.


 


(i) Voluntary
Resignation. The Executive may terminate his employment at any time upon thirty (30) days prior written notice to the Company.
In the event of the Executive’s voluntary termination of employment other than for Good Reason (as defined below), the Company
shall have no obligation to make payments to the Executive in accordance with the provisions of Sections 4 or 5, except as otherwise
required by this Agreement or by applicable law, to provide the benefits described in Section 6 for periods after the date on which
the Executive’s employment with the Company terminates due to the Executive’s voluntary resignation, except for the
payment of the Executive’s Base Salary accrued through the date of such resignation.


 


(ii) Termination
without Cause.


 


(A) If
the Executive’s employment is terminated by the Company without Cause (as defined below): (1) the Company shall (x)
continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is
terminated) until the end of the Severance Period (as defined below), (y) with respect to the Annual Bonus, to the extent the
Milestones are achieved or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined an
amount for the Executive’s bonus for the current Employment Period, pay the Executive a pro rata portion of the Annual
Bonus for the year of the Employment Period on the date such Annual Bonus would have been payable to the Executive had the
Executive remained employed by the Company, and (z) pay any other accrued compensation and Benefits; and (2) any of the
Executive’s unvested stock options as set forth on Schedule A attached hereto shall automatically vest upon the
Executive’s termination without Cause. The Executive shall have no further rights under this Agreement or otherwise to
receive any other compensation or benefits after such termination of employment.


 


(B) If,
following a termination of employment without Cause, the Executive breaches the provisions of Sections 8, 9 or 10 hereof, the
Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section
7(a)(ii)(A) above, and any and all obligations and agreements of the Company with respect to such payments shall thereupon
cease.


 




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(b) Discharge for Cause.
Upon written notice to the Executive, the Company may terminate the Executive’s employment for “Cause” if any
of the following events shall occur:


 


(i) any
act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement;


 


(ii) the
willful and continued failure or refusal of the Executive to satisfactorily perform the duties reasonably required of him as an
employee of the Company;


 


(iii) the
Executive’s conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or moral
turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations;


 


(iv) the Executive’s engaging
in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), violence, threat of violence
or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or
any of its Affiliates;


 


(v) the
Executive’s material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable
to the Company;


 


(vi) the Executive’s refusal
to follow the directions of the Board, unless such directions are, in the written opinion of legal counsel, illegal or in violation
of applicable regulations;


 


(vii) any
other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the
Company or any of its Affiliates, or


 


(viii) the Executive’s
breach of his obligations under Section 8, 9 or 10 hereof


 


In the event Executive is terminated
for Cause, the Company shall have no obligation to make payments to Executive in accordance with the provisions of Sections 4 or
5, or, except as otherwise required by law, to provide the benefits described in Section 6, for periods after the Executive’s
employment with the Company is terminated on account of the Executive’s discharge for Cause except for the Executive’s
then applicable Base Salary accrued through the date of such termination.


 


(c) Disability. The Company shall have
the right, but shall not be obligated to, terminate the Executive’s employment hereunder in the event the Executive
becomes disabled such that he is unable to discharge his duties to the Company for a period of ninety (90) consecutive days
or one hundred twenty (120) days in any one hundred eighty (180) consecutive day period (unless longer periods are not
required under applicable local labor regulations) (a “Permanent Disability”). In the event of a
termination of employment due to a Permanent Disability, the Company shall be obligated to continue to make payments to the
Executive in an amount equal to the then applicable Base Salary for the Severance Period (as defined below), payable in the
form of salary continuation for the applicable Severance Period after the Executive’s employment with the Company is
terminated due to a Permanent Disability. A determination of a Permanent Disability shall be made by a physician satisfactory
to both the Executive and the Company; provided, however, that if the Executive and the Company do not agree on a
physician, the Executive and the Company shall each select a physician and those two physicians together shall select a third
physician, whose determination as to a Permanent Disability shall be binding on all parties.


 




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(d) Death. The
Executive’s employment hereunder shall terminate upon the death of the Executive. The Company shall have no obligation to
make payments to the Executive in accordance with the provisions of Sections 4 or 5, or, except as otherwise required by law or
the terms of any applicable benefit plan, to provide the benefits described in Section 6 for periods after the date of the Executive’s
death except for then applicable Base Salary earned and accrued through the date of death, payable to the Executive’s beneficiary,
as the Executive shall have indicated in writing to the Company (or if no such beneficiary has been designated, to Executive’s
estate).


 


(e) Termination
for Good Reason. The Executive may terminate this Agreement at any time for Good Reason. In the event of termination under
this paragraph (e), the Company shall pay to the Executive severance in an amount equal to the Executive’s then applicable
Base Salary for a period equal to the number of months set forth on Schedule A hereto (the “Severance Period”),
subject to the Executive’s continued compliance with Sections 8, 9 and 10 of this Agreement, payable in the form of salary
continuation for the applicable Severance Period following the Executive’s termination, and subject to the Company’s
regular payroll practices and required withholdings. Such severance shall be reduced by any cash remuneration paid to the Executive
because of the Executive’s employment or self-employment during the Severance Period. The Executive shall continue to receive
all Benefits (either through the Company or an Affiliate) during the Severance Period. The Executive shall have no further rights
under this Agreement or otherwise to receive any other compensation or benefits after such resignation. For the purposes of this
Agreement, “Good Reason” shall mean any of the following (without Executive’s express written consent):


 


(i) the assignment
to the Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that
he assumed on the Effective Date;


 


(ii) removal
of the Executive from his position as indicated on Schedule A hereto, or the assignment to the Executive of duties that
are significantly different from, and that result in a substantial diminution of, the duties that he assumed under this Agreement,
within twelve (12) months after a Change of Control (as defined below);


 


(iii) a reduction
by the Company in the Executive’s then applicable Base Salary or other compensation, unless said reduction is pari passu
with other senior executives of the Company;


 


(iv) the
taking of any action by the Company that would, directly or indirectly, materially reduce the Executive’s benefits, unless
said reductions are pari passu with other senior executives of the Company; or


 




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(v) a breach by the Company of any material term of
this Agreement that is not cured by the Company within thirty (30) days following receipt by the Company of written notice thereof.


 


For
purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following:
(i) the accumulation, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
of 50% or more of the shares of the outstanding equity securities of the Company, (ii) a merger or consolidation of the
Company in which the Company does not survive as an independent company or upon the consummation of which the holders of the
Company’s outstanding equity securities prior to such merger or consolidation own less than 50% of the outstanding
equity securities of the Company after such merger or consolidation, or (iii) a sale of all or substantially all of the
assets of the Company; provided, however, that the following acquisitions shall not constitute a Change of Control for the
purposes of this Agreement: (A) any acquisitions of common stock or securities convertible into common stock directly from
the Company, or (B) any acquisition of common stock or securities convertible into common stock by any employee benefit plan
(or related trust) sponsored by or maintained by the Company.


 


(f) Notice
of Termination. Any termination of employment by the Company or the Executive shall be communicated by a written “Notice
of Termination” to the other party hereto given in accordance with Section 16 of this Agreement. In the event of a termination
by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied
upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated and (iii) specify the date of termination, which date shall be the date of such notice.
The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s
rights hereunder.


 


(g) Resignation
of Executive Officer. The termination of the Executive’s employment for any reason will constitute the Executive’s
resignation from (i) any director, officer or employee position the Executive has with the Company or any of its Affiliates, and
(ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts
established by the Company. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance,
unless otherwise required by any plan or applicable law.


 


8. Non-Competition; Non-Solicitation.


 


(a) For the duration of the Employment Period and,
unless the Company terminates the Executive’s employment without Cause, during the Severance Period (the “Non-compete
Period”), the Executive shall not, directly or indirectly, except as specifically provided in the last sentence of Section
2(c) hereof, engage in, own or manage any business, firm, corporation, partnership, association, joint venture or other entity
that engages or conducts any business the same as or substantially similar to the Business conducted by the Company; however,
that the Executive may own less than 5% in the aggregate of the outstanding shares of any class of securities of any enterprise
(but without otherwise participating in the activities of such enterprise), other than any such enterprise with which the Company
competes or is currently engaged in a joint venture, if such securities are of a class listed on any national or regional securities
exchange or have been registered under Section 12(b) or (g) of the Exchange Act.


 




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(b) During the Employment Period and for a period
of twelve (12) months following termination of the Executive’s employment with the Company, the Executive shall not:


 


(i) solicit
or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Company,
or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or
independent contractor is party to an employment agreement; or


 


(ii) attempt
in any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or
any of its Affiliates had significant contact during the term of this Agreement, business of the kind or competitive with the business
done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease
to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with
the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or
any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates)
for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person.


 


(c) The Executive recognizes and agrees that
because a violation by the Executive of his obligations under this Section will cause irreparable harm to the Company that
would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to
injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-compete Period
will be extended by the duration of any violation by the Executive of any of his obligations under this Section.


 


(d) The Executive expressly agrees that the character,
duration and scope of the covenant not to compete are reasonable in light of the circumstances as they exist at the date upon which
this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a
later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances
as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant
not to compete shall be construed by the court in such a manner as to impose only those restrictions on the conduct of the Executive
which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit
of the covenant not to compete.


 




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9. Inventions and Patents. The Executive acknowledges
that all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software,
drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which related to any
of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by
the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof
(“Work Product”), belong to the Company, or its Affiliates, as applicable. Any copyrightable work falling within the
definition of Work Product shall be deemed a “work made for hire” and ownership of all right title and interest shall
rest in the Company. The Executive hereby irrevocably assigns, transfers and conveys, to the full extent permitted by law, all
right, title and interest in the Work Product, on a worldwide basis, to the Company to the extent ownership of any such rights
does not automatically vest in the Company under applicable law. The Executive will promptly disclose any such Work Product to
the Company and perform all actions requested by the Company (whether during or after employment) to establish and confirm ownership
of such Work Product by the Company (including, without limitation, assignments, consents, powers of attorney and other instruments).


 


10. Confidentiality. 


 


(a) The Executive
understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether
such information is written, oral, electronic or graphic.


 


(b) For purposes
of this Agreement, “Confidential Information” means information, which is used in the business of the Company or its
Affiliates and (i) is proprietary to, about or created by the Company or its Affiliates, (ii) gives the Company or its Affiliates
some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental
to the interests of the Company or its Affiliates, (iii) is designated as Confidential Information by the Company or its Affiliates,
is known by the Executive to be considered confidential by the Company or its Affiliates, or from all the relevant circumstances
should reasonably be assumed by the Executive to be confidential and proprietary to the Company or its Affiliates, or (iv) is not
generally known by non-Company personnel. Such Confidential Information includes, without limitation, the following types of information
and other information of a similar nature (whether or not reduced to writing or designated as confidential):


 


(i) internal personnel and financial information of
the Company or its Affiliates, vendor information (including vendor characteristics, services, prices, lists and agreements), purchasing
and internal cost information, internal service and operational manuals, and the manner and methods of conducting the business
of the Company or its Affiliates;


 




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(ii) marketing
and development plans, price and cost data, price and fee amounts, pricing and billing policies, bidding, quoting procedures, marketing
techniques, forecasts and forecast assumptions and volumes, and future plans and potential strategies (including, without limitation,
all information relating to any oil and gas prospect and the identity of any key contact within the organization of any acquisition
prospect) of the Company or its Affiliates which have been or are being discussed;


 


(iii) names
of customers and their representatives, contracts (including their contents and parties), customer services, and the type, quantity,
specifications and content of products and services purchased, leased, licensed or received by customers of the Company or its
Affiliates; and


 


(iv) confidential
and proprietary information provided to the Company or its Affiliates by any actual or potential customer, government agency or
other third party (including businesses, consultants and other entities and individuals).


 


The Executive hereby acknowledges
the Company’s exclusive ownership of such Confidential Information.


 


(c) The
Executive agrees as follows: (1) only to use the Confidential Information to provide services to the Company and its
Affiliates; (2) only to communicate the Confidential Information to fellow employees, agents and representatives on a
need-to-know basis; and (3) not to otherwise disclose or use any Confidential Information, except as may be required by law
or otherwise authorized by the Board. Upon demand by the Company or upon termination of the Executive’s employment, the
Executive will deliver to the Company all manuals, photographs, recordings and any other instrument or device by which,
through which or on which Confidential Information has been recorded and/or preserved, which are in the Executive’s
possession, custody or control.


 


11. Executive’s
Representation. The Executive hereby represents that the Executive’s entry into this Agreement and performance of the
services hereunder will not violate the terms or conditions of any other agreement to which the Executive is a party.


 


12. Arbitration.
In the event of any breach arising from the performance of this Agreement, either party may request arbitration. In such event,
the parties will submit to arbitration by a qualified arbitrator with the definition and laws of the State of Maryland. Such arbitration
shall be final and binding on both parties.


 


13. Governing Law/Jurisdiction.
This Agreement and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed
by the internal laws of the State of Maryland without regard to the conflicts of laws principles thereof.


 






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14. Public Company
Obligations; Indemnification.


 


(a) Executive acknowledges
that the Company intends to become a publicly reporting company whose shares of common stock will be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”), and whose common stock will be registered
under the Exchange Act, and that, after the Company becomes a publicly reporting company, this Agreement will be subject to
the public filing requirements of the Exchange Act. In addition, both parties acknowledge that the Executive’s
compensation and perquisites (each as determined by the rules of the US Securities and Exchange Commission (the
“SEC”) or any other regulatory body or exchange having jurisdiction) (which may include benefits or regular or
occasional aid/assistance, such as recreation, club memberships, meals, education for his family, vehicle, lodging or
clothing, occasional bonuses or anything else he receives, during the Employment Period and any renewals thereof, in cash or
in kind) paid or payable or received or receivable under this Agreement or otherwise, and his transactions and other dealings
with the Company, may be required to be publicly disclosed.


 


(b) Executive
acknowledges and agrees that the applicable insider trading rules, transaction reporting rules, limitations on disclosure of non-public
information and other requirements set forth in the Securities Act, the Exchange Act and rules and regulations promulgated by the
SEC may apply to this Agreement and Executive’s employment with the Company.


 


(c) Executive
(on behalf of himself, as well as the Executive’s executors, heirs, administrators and assigns) absolutely and unconditionally
agrees to hold harmless the Company and all of its past, present and future affiliates, executors, heirs, administrators, shareholders,
employees, officers, directors, attorneys, accountants, agents, representatives, predecessors, successors and assigns from any
and all claims, debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints, obligations,
controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character whatsoever in
the event of Executive’s breach of any obligation of Executive under the Securities Act, the Exchange Act, any rules promulgated
by the SEC and any other applicable federal, state or foreign laws, rules, regulations or orders.


 


15. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof
and supersedes and cancels any and all previous agreements, both written and oral, regarding the subject matter hereof between
the parties hereto. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by
both parties hereto.


 






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16. Notices.
All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be deemed
to have been given when delivered to the party to whom addressed or when sent by telecopy (if promptly confirmed by registered
or certified mail, return receipt requested, prepaid and addressed) to the parties, their successors in interest, or their assignees
at the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:


 


		(a)	to the Company at:



 


Shuttle Pharmaceuticals Holdings, Inc. 


One Research Court, Suite 450 


Rockville, MD 20850 


Attn: Chief Executive Officer


Email: anatoly.dritschilo@shuttlepharma.org


 


with a copy to:


 


CKR Law LLP


1330 Avenue of the Americas, 14th
Floor


New York, NY 10019


Attn: Megan J. Penick, Esq.


Email: mpenick@ckrlaw.com


 


		(b)	to the Executive as set forth on Schedule A hereto.



 


All such notices, requests
and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery,
(ii) if delivered by facsimile transmission to the facsimile number as provided for in this Section, be deemed given upon facsimile
confirmation, (iii) if delivered by mail in the manner described above to the address as provided for in this Section, be deemed
given on the earlier of the third business day following mailing or upon receipt and (iv) if delivered by overnight courier to
the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such
overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by
any other person to whom a copy of such notice is to be delivered pursuant to this Section). Either party may, by notice given
to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.


 


17. Severability.
If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances
other than those as to which it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and
each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The invalid or unenforceable
provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent
of this Agreement.


 


18. Waiver.
The failure of any party to insist in any one instance or more upon strict performance of any of the terms and conditions hereof,
or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or
privileges, but same shall continue to remain in full force and effect. Any waiver by any party of any violation of, breach of
or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver
of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.


 




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19. Successors and
Assigns. This Agreement shall be binding upon the Company and any successors and assigns of the Company. Neither this Agreement
nor any right or obligation hereunder may be assigned by the Executive. The Company may assign this Agreement and its right and
obligations hereunder, in whole or in part.


 


20. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. Additionally, a facsimile counterpart of this Agreement shall have the same effect as an
originally executed counterpart.


 


21. Headings.
Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.


 


22. Opportunity
to Seek Advice. The Executive acknowledges and confirms that he has had the opportunity to seek such legal, financial and other
advice and representation as he has deemed appropriate in connection with this Agreement, that the Executive is fully aware of
its legal effect, and that Executive has entered into it freely based on the Executive’s judgment and not on any representations
or promises other than those contained in this Agreement.


 


23. Withholding
and Payroll Practices. All salary, severance payments, bonuses or benefits payments made by the Company under this Agreement
shall be net of any tax or other amounts required to be withheld by the Company under applicable law and shall be paid in the ordinary
course pursuant to the Company’s then existing payroll practices.


 


[The next page is the signature page.]


 




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


 


	 	SHUTTLE PHARMACEUTICALS HOLDINGS, INC.
	 		 
	 	By: 	/s/ Peter Dritschilo
	 	 	Name:	Peter Dritschilo
	 	 	Title:	President and Chief Operating Officer
	 	 	 	 
	 	 	EXECUTIVE:
	 	 	 
	 	 	/s/ Anatoly Dritschilo, M.D.
	 	 	Anatoly Dritschilo, M.D.


 




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Schedule A


 


		1.	Employment Period: 36 months



 


		2.	Employment



 


a. Title: Chief Executive Officer and Chairman of
the Board


 


b. Executive Duties:


 


In his capacity as Chairman of
the Board and Chief Executive Officer, the Executive shall perform such services, consistent with his office, as from time to time
shall be assigned to him by the Board of Directors of the Company, devoting such time and effort to manage, operate and direct
the activities of the Company and perform all of the functions of the offices held by him, as directed by the Board of Directors
from time-to-time.


 


The mutually agreed on start
date will allow for orderly transition from the current position at MedStar Georgetown University Hospital (MGUH) and Georgetown
University, including notice consistent with current contractual obligations with MGUH, completion of patient treatment and/or
transfer of care for patients under treatment. Other permitted activities shall include holding an Emeritus academic faculty appointment
at Georgetown University, continuing to serve as a member of the Medical Scientific Advisory Board of Oncotelic, Inc., and perform
volunteer service on science review committees of the National Institutes and the National Cancer Institute.


 


		3.	Base Salary: $274,000 per year.



 


		5(a).	Initial Restricted Stock Unit Grant: $515,000 worth of
Restricted Stock Units issuable under the Company’s 2018 Equity Incentive Plan, vesting annually in one-third increments
commencing on the first anniversary date of the grant of Restricted Stock Units, in accordance with the terms of the Restricted
Stock Unit Award Agreement.



 


	6(e).	Severance Period: [twelve] months 
	 	 
	15(b).	 Executive Contact
Information:



 


Anatoly Dritschilo, MD


8101 Fenway Road 


Bethesda, MD 20817


Cell Phone 301-675-3041


 




     


     


    

 


Schedule B


 


Milestones


 


	Key Performance Indicators	 	Level to be Achieved by

                                                                                the Company
	 	Year
	General and Administrative:	 	 	 	 
	 	 	 	 	 
	#1 Complete the filing of the Registration Statement on form S-1 resulting in its effectiveness and Raising Capital	 	50%	 	2020
	 	 	 	 	 
	(a) Raise Bridge Capital	 	 	 	 
	 	 	 	 	 
	(b) Perform and Complete Road Show	 	 	 	 
	 	 	 	 	 
	Regulatory:	 	 	 	 
	#2. Complete regulatory applications	 	25%	 	2020
	#3. Prepare Clinical Trials w/CRO	 	25%	 	2020


 




     


     


    

 


Exhibit A


 


Form of Restricted Stock Award Agreement