Exhibit
10.3





 





Private
and Confidential 


SENT
VIA EMAIL


 


Donald
Alvarez


 


Dear
Donald:


 


On
behalf of Cyngn Inc. (“Company”) and its management team, I am delighted to offer you the position of Chief Financial
Officer. This offer is conditioned on your acknowledging and signing this offer letter. It is also conditioned on your signing certain
agreements and the (CIIA) Confidential Information and Invention Assignment Agreement.


 


This
letter embodies the terms of our offer to you:


 


	1.	Position:
                                            Chief Financial Officer





 


	2.	Reporting
                                            to: Lior Tal, CEO



 


	3.	Location:
                                            TBD



 


	4.	Start
                                            Date and End Date: June 1, 2021



 


Expiration
of Offer: This offer, if not accepted and returned to the Company, will automatically expire at 11:59 PM PT on 05/28/2021.


 


	5.	Salary:
                                            Your cash compensation during the first year of employment will be $250,000.00
                                            salary per year, less payroll deductions, and all required withholdings, payable in bi-weekly
                                            installments (or such other regular payroll period of the Company) in accordance with the
                                            Company’s standard payroll practices for salaried employees. The base salary will promptly
                                            increase to $300,000.00 salary per year, less payroll deductions, and all required holdings
                                            upon completion of the IPO.



 


	6.	Equity:
                                            We will recommend to the Board of Directors that you be granted an option to purchase
                                            Four Hundred Thousand (400,000) shares of the Company’s common stock at an exercise
                                            price to be determined by the Board of Directors, which is generally the fair market value
                                            of such shares. Your option will vest and become exercisable over a four-year period with
                                            25% vesting on the one- year anniversary of your employment start date and with the balance
                                            vesting equally after each additional one-month period of continuous service completed over
                                            the following 36 months, subject to and in accordance with the terms of the Company’s
                                            2013 Stock Incentive Plan (the “Plan”). The fair market value per share of the
                                            Company’s common stock is determined by the Company’s Board of Directors in good
                                            faith compliance with applicable guidance in order to avoid having the option be treated
                                            as deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended.
                                            There is no guarantee that the Internal Revenue Service will agree with this valuation. You
                                            should consult with your own tax advisor concerning the tax risks associated with accepting
                                            an option to purchase the Company’s common stock.



 


	7.	Vacation:
                                            The company has a flexible vacation policy. All vacation must be approved by your
                                            manager. Please see the vacation policy for further information.



 


	8.	Benefits:
                                            You are will be eligible to participate in benefits consistent with the Company’s
                                            policies, including medical, dental, vision and 401(k) while a parttime employee with less
                                            than 30 hours of work per week.



 




    


     


    








 





	___________________________	 
	Cyngn
    Inc.	Page
    2 of 3





 


	9.	Period
                                            of Employment: Your employment with the Company will be “at will,” meaning
                                            that either you or the Company can terminate your employment at any time and for any reason,
                                            with or without cause. Any contrary representations which may have been made to you are superseded
                                            by this offer. This is the full and complete agreement between you and the Company on this
                                            term. Although your job duties, title, compensation and benefits, as well as the Company’s
                                            personnel policies and procedures, may change from time to time, the “at will”
                                            nature of your employment may only be changed in an express written agreement signed by you
                                            and a duly authorized officer of the Company.



 


	10.	Other
                                            Employment: You will not work for or have any interest directly in any other company
                                            or business or undertake any activity which might interfere with the proper performance of
                                            your duties to the Company or be in conflict with the Company’s interests as determined
                                            by the Company in its sole discretion.



 


	11.	Reference
                                            Checks: Your offer is contingent upon the satisfactory completion of reference checks.
                                            Upon accepting this offer, you are authorizing the Company to contact your references. We
                                            may request additional information from you to engage in a background check as well.



 


	12.	Previous
                                            Employment: Your offer is also contingent upon your certification that there are
                                            no contractual conditions that will prevent you from performing the responsibilities of this
                                            offered position. Having left your former employer, it is expected that you did not take
                                            any of your former employer’s (a) files, (b) clients or customer files or lists, (c)
                                            vendor, contractor or consultant files or lists or (d) employee files. If you took any of
                                            these types of files from your former employer, then it is required that you to return them
                                            to your former employer immediately and before accepting this offer.



 


Furthermore,
it is expected that when you left your former employer that you did not (x) initiate contact or solicit your former employer’s
clients, or customers for the purpose of encouraging them to terminate their relationship with your former employer, (y) initiate contact
or solicit your former employer’s vendors, contractors, or consultants for the purpose of encouraging them to terminate their relationship
with your former employer and (z) initiate contact or solicit your former employer’s employees for the purpose of encouraging them
to terminate their employment with your former employer.


 


We
also expect that coming to work for the Company you will not violate any Employment Agreement, Confidentiality Agreement, Covenant Not
to Compete Agreement, or other agreement between you and any of your former employers. By signing below, you confirm that you are not
in violation of any agreement or contract with any former employer.


 


	13.	Amendment
                                            and Governing Law: This letter agreement may not be amended or modified except by
                                            an express written agreement signed by you and a duly authorized officer of the Company.
                                            The terms of this offer letter and the resolution of any disputes will be governed by the
                                            law of the State of California, without giving effect to conflict of laws principles. Any
                                            action relating to this offer letter must be brought in the federal or state courts having
                                            jurisdiction and venue in or for the courts located in San Mateo County, State of California,
                                            and the parties irrevocably consent to the jurisdiction of such courts.



 


	14.	Entire
                                            Agreement: This letter and the Exhibit (CIIA) attached hereto contain all of the
                                            terms of your employment with the Company and supersede any prior understandings or agreements,
                                            whether oral or written, between you and the Company.



 




    


     


    


 


	__________________________	 
	Cyngn
    Inc.	Page
    3 of 3



 








Prior
to signing below, you should consult with your own legal advisor concerning the matters set forth in this offer letter since it deals
with important legal matters.


 


We
hope that you find the foregoing terms acceptable. Please indicate your agreement with these terms and accept this offer by signing and
dating both this letter and the enclosed Confidential Information and Invention Assignment Agreement and returning them to me.


 


Your
employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United
States.











 


Should
you have any questions, please do not hesitate to contact us at 650.924.5905 or via email at emily@cyngn.com.


 


Sincerely,





 


Cyngn
Inc.





 


	/s/
    Lior Tal 	 
	Lior
    Tal	 
	Chief
    Executive Officer	 






 


The
undersigned accepts the above employment offer and agrees that it contains the terms of employment with Cyngn Inc., and that there are
no other terms express or implied.





 


	By:
    	/s/
    Donald Alvarez 	 	Dated:	5/28/2021	 
	 	Printed Name: Donald Alvarez