Exhibit 10.10


 


Shuttle Pharmaceuticals Holdings Inc.


One Research Court, Suite 450


Rockville, MD 20850


 


____ ___, 2019


 


[Director’s Name]


[Address]


[Address]


 


Re: Director Offer Letter


 


Dear [insert director’s name}:


 


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 [        ], 2019 (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. Pursuant to the adoption of a classified structure of the Board, your initial
term as director shall be for a term of three years and shall start on the Effective Date and continue until the annual meeting
of stockholders of the Board to be held in 202_, 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 third 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.


 






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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
$25,000 cash fee per annum, payable in equal quarterly installments, subject to your continuing service as a member of the Board,
with the first payment commencing 90 days following the completion of an initial public offering of the Company’s securities
pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
or otherwise, when the Company becomes a publicly reporting company under the Exchange Act of 1934, as amended.


 


b. You will be granted
$75,000 worth of restricted stock units (“Restricted Stock Units”) issuable under the Company’s 2018 Equity
Incentive Plan, with the following vesing schedule: 1/3 of the Restricted Stock Units will vest upon the Effective Date and the
remaining Restricted Stock Units will vest annually in one-third 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).


 


5. D&O Insurance
Policy. Prior to the Effective Date of this Agreement, the Company will maintain directors and officers lialibity 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 plans and analyses, strategies, forecasts, customer and supplier
identities, characteristics and agreements.


 






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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.


 


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 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 Options) 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 Options that have not vested
as of the effective date of such termination or Resignation shall be forfeited and cancelled.


 






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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
	 	 	Title:   Chief Executive Officer


 


	AGREED AND ACCEPTED:	 
	 	 
	 	 
	Name: 	 


 


 


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