Exhibit 10.7


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the
“Agreement”) is made and entered into as of September 9, 2021 (the “Effective Date”) by and between
Clarus Therapeutics, Inc., a Delaware corporation (the “Company”) and Frank A. Jaeger (“Executive”).


 


WHEREAS, Executive is currently employed by the Company
as its Chief Commercial Officer; and


 


WHEREAS, Executive is a party to an offer letter
with the Company, dated as of September 5, 2019 (the “Prior Agreement”); and


 


WHEREAS, the Company desires to continue to employ
Executive and to enter into this Agreement embodying the terms of such continued employment, and Executive desires to enter into this
Agreement and to accept such employment, subject to the terms and provisions of this Agreement.


 


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


 


Section 1. Definitions. Capitalized terms
not otherwise defined in this Agreement shall have the meaning set forth on Appendix A, attached hereto.


 


Section 2. Acceptance and Term of Employment.


 


The Company agrees to employ Executive, and Executive
agrees to serve the Company, on the terms and conditions set forth herein. Executive’s employment hereunder shall commence on the
Effective Date and continue until terminated as provided in Section 7 hereof (the “Term of Employment”).


 


Section 3. Position, Duties, and Responsibilities;
Place of Performance.


 


(a) Position,
Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as the Chief Commercial Officer
of the Company, reporting to directly to the Company’s Chief Executive Officer or such other officer of the Company that the Board
or the Company’s Chief Executive Officer designates from time to time, and having such duties and responsibilities commensurate
with such position. Executive also agrees to serve as an officer and/or director of any member of the Company Group, in each case without
additional compensation.


 


(b) Performance.
Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance of Executive’s
duties under this Agreement (excluding periods of vacation and sick leave) and shall not engage in any other business or occupation during
the Term of Employment, including, without limitation, any activity that (x) conflicts with the interests of the Company or any other
member of the Company Group, (y) interferes with the proper and efficient performance of Executive’s duties for the Company,
or (z) interferes with Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing
herein shall preclude Executive from (i) serving, with the prior written consent of the Board, as a member of the board of directors or
advisory board (or the equivalent in the case of a non-corporate entity) of non-competing for-profit businesses and charitable organizations,
(ii) engaging in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided,
however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere,
individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder.


 






     


     


    

 


(c) Principal
Place of Employment. Executive’s principal place of employment shall be in Northbrook, IL, although Executive understands and
agrees that Executive may be required to travel from time to time for business reasons. The Company will permit Executive to work remotely
from Executive’s personal residence, although Executive understands and agrees that Executive may be required to work from, or travel
to, the Company’s offices from time to time as needed in connection with the performance of Executive’s duties and responsibilities
hereunder.


 


Section 4. Compensation.


 


During the Term of Employment, Executive shall be
entitled to the following compensation:


 


(a) Base
Salary. Executive shall be paid an annualized Base Salary (the “Base Salary”), payable in accordance with the regular
payroll practices of the Company, of $400,000, with increases, if any, as may be approved in writing by the Compensation Committee. The
Compensation Committee will review Base Salary for increase not less than annually.


 


(b) Annual
Bonus. Executive shall be eligible for an annual incentive bonus award determined by the Compensation Committee in respect of each
fiscal year during the Term of Employment (the “Annual Bonus”). The target Annual Bonus for each fiscal year shall
be 45% of Base Salary (the “Target Annual Bonus”), with the actual Annual Bonus payable being based upon the level
of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Compensation Committee
and communicated to Executive. The Annual Bonus shall otherwise be subject to the terms and conditions of the annual bonus plan adopted
by the Board or the Compensation Committee under which bonuses are generally payable to senior executives of the Company, as in effect
from time to time. The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable to other senior
executives of the Company subject to Executive’s continuous employment through the applicable payment date (subject to Section 7
below).


 


(c) Equity
Participation. In connection with Executive’s employment hereunder, Executive shall be entitled to participate in the Company’s
equity incentive plan, as in effect from time to time, pursuant to the terms of such plan, an award agreement and such other documents
Executive is required to execute pursuant to the terms of such plan (the plan, the award agreement, and such other documents collectively,
the “Equity Documents”). Executive’s equity participation shall be exclusively governed by the terms of the Equity
Documents.


 






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Section 5. Employee Benefits.


 


During the Term of Employment, Executive shall be
entitled to participate in health, insurance, retirement, and other benefits provided generally to senior executives of the Company (subject
to any applicable eligibility requirements). Executive shall also be entitled to the same number of holidays, vacation days, and sick
days, as well as any other benefits, in each case as are generally allowed to senior executives of the Company in accordance with the
Company policy as in effect from time to time (but in no event less than four (4) weeks of paid vacation per calendar year). Nothing contained
herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at
any time, and the right to do so is expressly reserved.


 


Section 6. Reimbursement of Business Expenses.


 


Executive is authorized to incur reasonable business
expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse
Executive for all such reasonable business expenses, subject to documentation in accordance with the Company’s policy, as in effect
from time to time. In addition, to the extent Executive primarily works remotely from Executive’s personal residence, the Company
shall reimburse Executive for reasonable travel expenses incurred by Executive in connection with Executive’s travel to and from
the Company’s offices in connection with carrying out Executive’s duties and responsibilities under this Agreement subject
to documentation in accordance with the Company’s policy, as in effect from time to time. The Company shall be entitled to impute
income to Executive in connection with any reimbursements or other benefits provided under this Section 4, and withhold from any and all
amounts payable under this Section 4 as may be required to be withheld pursuant to any applicable law or regulation.


 


Section 7. Termination of Employment.


 


(a) General.
The Term of Employment, and Executive’s employment hereunder, shall terminate upon the earliest to occur of (i) Executive’s
death, (ii) a termination by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination
by Executive with or without Good Reason. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein,
all of Executive’s rights to Base Salary, Annual Bonus, employee benefits and other compensatory amounts hereunder (if any) shall
cease upon the termination of Executive’s employment hereunder.


 


(b) Deemed
Resignation. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company
in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships, committee
memberships, and any other positions Executive holds with the Company or any other member of the Company Group.


 






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(c) Termination
Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may
terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s
receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated
due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case may be, shall
be entitled to:


 


(i) The
Accrued Obligations;


 


(ii) Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be
paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21⁄2
months following the last day of the fiscal year in which such termination occurred;


 


(iii) An
amount equal to (A) the Target Annual Bonus multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the
commencement of the fiscal year in in which such termination occurs through the date of such termination and the denominator of which
is 365 (or 366, as applicable), which amount shall be paid within thirty (30) days of Executive’s termination date; and


 


(iv) Subject
to an election of COBRA continuation coverage under the Company’s group health plan by Executive (or Executive’s covered dependents
in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the twelve (12)-month period
immediately following Executive’s termination occurred, payment of an amount equal to the difference between the monthly COBRA premium
cost and the monthly contribution paid by active employees for the same coverage.


 


Following Executive’s death or a termination of Executive’s
employment by reason of a Disability, except as set forth in this Section 7(c), Executive shall have no further rights to any compensation
or any other benefits under this Agreement.


 


(d) Termination
by the Company for Cause.


 


(i) The
Company may terminate Executive’s employment at any time for Cause, effective upon delivery to Executive of written notice of such
termination; provided, however, that with respect to any Cause termination relying on clause (ii), (vi) or (vii) of the
definition of Cause, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not less
than ten (10) business days’ written notice by the Board of the Company’s intention to terminate Executive for Cause, such
notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination
for Cause is based, and such termination shall be effective at the expiration of such ten (10) business day notice period unless Executive
has fully cured such act or acts or failure or failures to act that give rise to Cause during such period.


 


(ii) In
the event that the Company terminates Executive’s employment for Cause, Executive shall be entitled only to the Accrued Obligations.
Following such termination of Executive’s employment for Cause, except as set forth in this Section 7(d)(ii), Executive shall have
no further rights to any compensation or any other benefits under this Agreement.


 






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(e) Termination
by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon delivery
to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without
Cause (other than due to death or Disability), Executive shall be entitled to:


 


(i) The
Accrued Obligations;


 


(ii) Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be
paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21⁄2
months following the last day of the fiscal year in which such termination occurred;


 


(iii) Subject
to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal
to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had
remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed
from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable),
which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than
the date that is 21⁄2 months following the last day of the fiscal year in which such termination occurred;


 


(iv) An
amount equal to twelve (12) months of Base Salary, such amount to be paid in substantially equal payments over the twelve (12)-month period
following Executive’s termination of employment (such period, the “Severance Term”), and payable in accordance
with the Company’s regular payroll practices; provided, however, if such termination occurs on or following any Change
in Control (as defined in the equity documents), such amount shall instead be payable in a single lump sum within five (5) days of such
termination;


 


(v) Subject
to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled
payroll date of each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost
and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause
(v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits
as a result of subsequent employment or service during the Severance Term; and


 


(vi) Executive
outplacement services (including executive coaching services) with an outplacement firm of Executive’s choice during the Severance
Term and up to a maximum cost to the Company of $25,000; provided, that the services described in this clause (vi) shall cease
earlier than the expiration of the Severance Term in the event that Executive obtains comparable employment during the Severance Term.


 






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Notwithstanding the foregoing, the payments and benefits described
in clauses (ii) through (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect
thereto, in the event that Executive breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s
employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation
or any other benefits under this Agreement.


 


(f) Termination
by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing the Company thirty
(30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice,
to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice
period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective
upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 7(e)
hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section
7(e) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section
7(f), Executive shall have no further rights to any compensation or any other benefits under this Agreement.


 


(g) Termination
by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason by providing the Company
sixty (60) days’ written notice of such termination. In the event of a termination of employment by Executive under this Section
7(g), Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this
Section 7(g), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing
the characterization of such termination as a termination by Executive without Good Reason. Following such termination of Executive’s
employment by Executive without Good Reason, except as set forth in this Section 7(g), Executive shall have no further rights to any compensation
or any other benefits under this Agreement.


 


(h) Release.
Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (e)
or (f) of this Section 7 other than the Accrued Obligations (collectively, the “Severance Benefits”) shall be conditioned
upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation
period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder
(the “Release Execution Period”). If Executive fails to execute the Release of Claims in such a timely manner so as
to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance
of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. No portion of the Severance
Benefits (other than Accrued Obligations) shall be paid until the Release of Claims has become effective and all such amounts shall commence
to be paid on the first regular payroll date of the Company after the Release of Claims has become effective; provided, that, if
the Release Execution Period overlaps two calendar years, the first payment shall not be made sooner than the first day of the second
year, and shall include any missed payments.


 






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Section 8. Certain Payments.


 


In the event that (a) Executive is entitled to receive
any payment, benefit or distribution of any type to or for the benefit of Executive, whether paid or payable, provided or to be provided,
or distributed or distributable, pursuant to the terms of this Agreement or otherwise (collectively, the “Payments”),
and (b) the net after-tax amount of such Payments, after Executive has paid all taxes due thereon (including, without limitation, taxes
due under Section 4999 of the Code) is less than the net after-tax amount of all such Payments otherwise due to Executive in the aggregate,
if such Payments were reduced to an amount equal to 2.99 times Executive’s “base amount” (as defined in Section 280G(b)(3)
of the Code), then the aggregate amount of such Payments payable to Executive shall be reduced to an amount that will equal 2.99 times
Executive’s base amount. To the extent such aggregate “parachute payment” (as defined in Section 280G(b)(2) of the Code)
amounts are required to be so reduced, the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be
reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts
that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated
value), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24);
and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 8 reduced last.


 


Section 9. Restrictive Covenants


 


(a) General.
Executive acknowledges and recognizes the highly competitive nature of the business of the Company Group, that access to Confidential
Information renders Executive special and unique within the industry of the Company Group, and that Executive will have the opportunity
to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors,
and strategic partners of the Company Group during the course of and as a result of Executive’s employment with the Company. In
light of the foregoing, as a condition of Executive’s employment by the Company, and in consideration of Executive’s employment
hereunder and the compensation and benefits provided herein, Executive acknowledges and agrees to the covenants contained in this Section
9. Executive further recognizes and acknowledges that the restrictions and limitations set forth in this Section 9 are reasonable and
valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of
the Company Group.


 


(b) Confidential
Information.


 


(i) Executive
acknowledges that, during the Term of Employment, Executive will have access to information about the Company Group and that Executive’s
employment with the Company shall bring Executive into close contact with confidential and proprietary information of the Company Group.
In recognition of the foregoing, Executive agrees, at all times during the Term of Employment and thereafter, to hold in confidence, and
not to use, except for the benefit of the Company Group, or to disclose to any Person without written authorization of the Company, any
Confidential Information.


 






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(ii) Nothing
in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state
or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect
to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity,
in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications
and disclosures are consistent with applicable law. Executive understands and acknowledges that an individual shall not be held criminally
or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a
Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive understands
and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of
law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the
individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court
order. Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any information covered by attorney-client
privilege or attorney work product of any member of the Company Group without prior written consent of Company’s General Counsel
or other officer designated by the Company, unless otherwise permitted by the applicable whistleblower provisions of any law or regulation.
Executive does not need the prior authorization of (or to give notice to) any member of the Company Group regarding any communication,
disclosure, or activity permitted by this subsection.


 


(c) Assignment
of Intellectual Property.


 


(i) Executive
agrees that Executive will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust
for the sole right and benefit of the Company all developments, original works of authorship, inventions, concepts, know-how, improvements,
trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which Executive
may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced
to practice, during the Term of Employment, whether or not during regular working hours, provided they either (i) relate at the time of
conception or reduction to practice of the invention to the business of any member of the Company Group, or actual or demonstrably anticipated
research or development of any member of the Company Group; (ii) result from or relate to any work performed for any member of the Company
Group; or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential
Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Developments”).
Executive further acknowledges that all Developments made by Executive (solely or jointly with others) within the scope of and during
the Term of Employment are “works made for hire” (to the greatest extent permitted by applicable law) for which Executive
is, in part, compensated by Executive’s Base Salary, unless regulated otherwise by law, but that, in the event any such Development
is deemed not to be a work made for hire, Executive hereby assigns to the Company, or its designee, all Executive’s right, title,
and interest throughout the world in and to any such Development.


 






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(ii) Executive
agrees to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the Company Group
in the Developments and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, moral rights,
and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all
other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order
to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any intellectual
property and other proprietary rights relating thereto. Executive further agrees that Executive’s obligation to execute or cause
to be executed, when it is in Executive’s power to do so, any such instrument or papers shall continue after the termination of
the Term of Employment until the expiration of the last such intellectual property right to expire in any country of the world; provided,
however, that the Company shall reimburse Executive for Executive’s reasonable expenses incurred in connection with carrying
out the foregoing obligation and, following termination of employment of the Term of Employment, shall compensate Executive for Executive’s
time incurred in connection with carrying out Executive’s obligations under this Section 6(c)(ii) following such termination of
at an hourly rate based upon Executive’s Base Salary as of immediately prior to Executive’s termination of Employment . If
the Company is unable because of Executive’s mental or physical incapacity or unavailability for any other reason to secure Executive’s
signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Developments
or original works of authorship assigned to the Company as above, then Executive hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as Executive’s agent and attorney in fact to act for and in Executive’s behalf
and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application
for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect
as if originally executed by me. Executive hereby waives and irrevocably quitclaims to the Company any and all claims, of any nature whatsoever,
that Executive now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company.


 


(d) Non-Competition.
During the Term of Employment and the Post-Termination Restricted Period, Executive shall not, directly or indirectly engage in, have
any equity interest in, or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director,
officer, employee, agent, representative, partner, member, security holder, consultant or otherwise) that engages in any business, directly
or indirectly (through a subsidiary or otherwise), which competes with the Business within the United States of America or any other jurisdiction
in which any member of the Company Group engages in business derives a material portion of its revenues or has demonstrable plans to commence
material business activities in.


 


(e) Non-Interference.
During the Term of Employment and the Post-Termination Restricted Period, Executive shall not, directly or indirectly for Executive’s
own account or for the account of any other Person, engage in Interfering Activities.


 


(f) Return
of Documents. In the event of Executive’s termination of employment hereunder for any reason, Executive shall deliver to the
Company (and will not keep in Executive’s possession, recreate, or deliver to anyone else) any and all Confidential Information
and all other documents, materials, information, and property developed by Executive pursuant to Executive’s employment hereunder
or otherwise belonging to the Company Group.


 






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(g) Independence;
Severability; Blue Pencil. Each of the rights enumerated in this Section 9 shall be independent of the others and shall be in addition
to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this
Section 9 or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the
remainder of this Section 9, which shall be given full effect without regard to the invalid portions. If any of the covenants contained
herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, each of
the Company and Executive agree that the court making such determination shall have the power to reduce the duration, scope, and/or area
of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision
shall then be enforceable.


 


(h) Injunctive
Relief. Executive expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions set forth in this
Section 9 may result in substantial, continuing, and irreparable injury to the members of the Company Group. Therefore, Executive hereby
agrees that, in addition to any other remedy that may be available to the Company, any member of the Company Group shall be entitled to
seek injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach
or threatened breach of the terms of this Section 9. Notwithstanding any other provision to the contrary, Executive acknowledges and agrees
that the Post-Termination Restricted Period shall be tolled during any period of violation of any of the covenants in this Section 9 and
during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such
covenants against Executive if it is ultimately determined that Executive was in breach of such covenants.


 


(i) Disclosure
of Covenants. As long as it remains in effect, Executive will disclose the existence of the covenants contained in this Section 9
to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an employment, partnership, or other business
relationship with such Person or entity.


 


Section 10. Representations and Warranties
of Executive.


 


Executive represents and warrants to the Company
that:


 


(a) Executive
is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions
hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive
may be bound;


 


(b) Executive
has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition,
or other similar covenant or agreement with any Person by which Executive is or may be bound;


 


(c) In
connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive
may have obtained in connection with employment or service with any prior service recipient; and


 


(d) Executive
has not been terminated from any prior employer or service recipient, or otherwise disciplined in connection any such relationship, in
connection with, or as a result of, any claim of workplace sexual harassment or sex or gender discrimination, and to Executive’s
knowledge, Executive has not been the subject of any investigation, formal allegation, civil or criminal complaint, charge, or settlement
regarding workplace sexual harassment or sex or gender discrimination.


 


Section 11. Indemnification.


 


The Company agrees during and after Executive’s
employment to indemnify and hold harmless Executive to the fullest extent permitted by the organizational documents of the Company, or
if greater, in accordance with applicable law regarding indemnification, for actions or inactions of Executive in accordance with Executive’s
performance of his duties under this Agreement, as an officer, director, employee or agent of the Company or any affiliate thereof or
as a fiduciary of any benefit plan of any of the foregoing. The Company also agrees to provide Executive with directors’ and officers’
liability insurance coverage both during and after Executive’s employment with regard to matters occurring during employment, or
while serving on the governing body of the Company, or any affiliate thereof, which coverage will be at a level at least equal to the
greatest level being maintained at such time for any current officer or director and shall continue until such time as suits can no longer
be brought against Executive as a matter of law. Executive will be entitled to advancement of expenses from the Company or its applicable
subsidiaries in connection with any claim in the same manner and to the same extent to which any other officer or director of the Company
is entitled.


 






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Section 12. Taxes.


 


The Company may withhold from any payments made under
this Agreement or otherwise made in connection with Executive’s employment hereunder, all applicable taxes, including but not limited
to income, employment, and social insurance taxes, as shall be required by law. If any such taxes are paid or advanced by the Company
on behalf of Executive, Executive shall remain responsible for, and shall repay, such amounts to the Company, promptly following notice
thereof by the Company. Executive acknowledges and represents that the Company has not provided any tax advice to Executive in connection
with this Agreement and that Executive has been advised by the Company to seek tax advice from Executive’s own tax advisors regarding
this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically, the application of the provisions
of Section 409A of the Code to such payments.


 


Section 13. Set Off; Mitigation.


 


The Company’s obligation to pay Executive the
amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim, or recoupment of amounts
owed by Executive to the Company or its affiliates Executive shall not be required to mitigate the amount of any payment provided pursuant
to this Agreement by seeking other employment or otherwise, and except as provided in Section 1(a)(v) or Section 1(a)(vi) hereof, the
amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Executive’s
other employment or otherwise.


 


Section 14. Additional Section 409A Provisions.


 


Notwithstanding any provision in this Agreement to
the contrary:


 


(a) Any
payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment
shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay
Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash
lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments
not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.


 


(b) Each
payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.


 


(c) Notwithstanding
anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation
(within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also
undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation
(calculated as of the date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive
on the schedule set forth in Section 7 as if Executive had undergone such termination of employment (under the same circumstances) on
the date of Executive’s ultimate “separation from service.”


 


(d) To
the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company
no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses
eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year; provided, however, that the foregoing clause shall not be
violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are
subject to a limit related to the period the arrangement is in effect.


 


(e) While
the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes under
Section 409A of the Code, and shall be interpreted in accordance therewith, in no event whatsoever shall any member of the Company Group
be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any
damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to
employers, if any, under Section 409A of the Code).


 






    -11-


     


    

 


Section 15. Successors and Assigns; No Third-Party
Beneficiaries.


 


(a) The
Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement
nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member
of the Company Group, or its or their respective successors) without Executive’s prior written consent (which shall not be unreasonably
withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the assets
of the Company or any direct or indirect division or subsidiary thereof to which Executive’s employment primarily relates, the Company
may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, division or subsidiary, as applicable,
without Executive’s consent.


 


(b) Executive.
Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without
the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive
hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if
there be no such designee, to Executive’s estate.


 


(c) No
Third-Party Beneficiaries. Except as otherwise set forth in Section 7(c) or Section 15(b) hereof, nothing expressed or referred to
in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive any
legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.


 


Section 16. Waiver and Amendments.


 


Any waiver, alteration, amendment, or modification
of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided,
however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the
Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any
subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 


Section 17. Severability. 


 


If any covenants or such other provisions of this
Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining terms
and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced by a
term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term
or provision hereof.


 


Section 18. Governing Law; Waiver of Jury Trial;
Arbitration.


 


THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED
UNDER THE LAWS OF THE STATE OF ILLINOIS. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH
ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. Except as permitted under Section 9 hereof, any controversy
or claim arising out of or relating to this Agreement (or the breach thereof) shall be settled by final, binding and non-appealable arbitration
in Chicago, Illinois by three arbitrators. The arbitration shall be conducted by JAMS pursuant to its Employment Arbitration Rules and
Procedures and subject to JAMS Policy on Employment Arbitration in accordance with its Employment Arbitration Rules and Procedures then
in effect. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators
shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without
limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to
any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until
the arbitration award is rendered or the controversy is otherwise resolved, or permanent injunctive relief. Except as necessary in court
proceedings to enforce this arbitration provision or an award rendered hereunder, to obtain interim relief or as otherwise required by
law, neither a party nor an arbitrator may disclose the content or results of any arbitration hereunder without the prior written consent
of the Company and Executive, other than general statements. The fees charged by JAMS and any arbitrator shall be split equally between
the parties to the arbitration.


 






    -12-


     


    

 


Section 19. Notices.


 


All notices and other communications required or
permitted under this Agreement which are addressed as provided in this Section 19, (A) if delivered personally against proper receipt
shall be effective upon delivery and (B) if sent (x) by certified or registered mail with postage prepaid or (y) by Federal Express or
similar courier service with courier fees paid by the sender, shall be effective upon receipt. The parties hereto may from time to time
change their respective addresses for the purpose of notices to that party by a similar notice specifying a new address, but no such change
shall be deemed to have been given unless it is sent and received in accordance with this Section 19.


 


If to the Company: 


 


Clarus Therapeutics, Inc.

555 Skokie Blvd.

Suite 340

Northbrook, IL 60062

Attn: Corporate Secretary


 


With copy to:


 


Simpson Thacher & Bartlett, LLP

425 Lexington Avenue

New York, NY 10017

Attn: David E. Rubinsky


 


If to Executive:


 


To the most recent address of Executive set forth in the personnel
records of the Company.


 


Section 20. Section Headings.


 


The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation
of this Agreement or of any term or provision hereof.


 


Section 21. Entire Agreement.


 


This Agreement, together with any exhibits attached
hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Executive. This Agreement
supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the parties relating
to the subject matter of this Agreement, including, without limitation, the Prior Agreement.


 


Section 22. Survival of Operative Sections.


 


Upon any termination of Executive’s employment,
the provisions of Section 7 through Section 23 of this Agreement (together with any related definitions set forth on Appendix A)
shall survive to the extent necessary to give effect to the provisions thereof.


 


Section 23. Counterparts.


 


This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution
of this Agreement may be by actual or facsimile signature.


 


*     *      *


 


[Signatures to appear on the following page.]


 




    -13-


     


    

 


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


 


	 	CLARUS THERAPEUTICS, INC.
	 	 	 
	 	/s/ Robert E. Dudley
	 	By: 	Robert E. Dudley, Ph.D.
	 	Title: 	Chief Executive Officer and President
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	/s/ Frank A. Jaeger 
	 	Frank A. Jaeger






 




     


     


    

 


APPENDIX A

Definitions


 


(a) “Accrued
Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment,
(ii) any unpaid or unreimbursed expenses incurred in accordance with Section 6 hereof, (iii) an amount equal to Executive’s accrued,
but unused vacation days, multiplied by the quotient of Executive’s Annual Salary divided by 2,087 hours) in accordance with the
Company’s vacation policies in effect from time to time, and (iv) any benefits provided under the Company’s employee benefit
plans upon a termination of employment, including rights with respect to equity participation under the Equity Documents, in accordance
with the terms contained therein.


 


(b) “Board”
shall mean the Board of Directors of Clarus Therapeutics Holdings, Inc.


 


(c) “Business”
shall mean any business activities related to the Company Group’s research, development, and commercialization efforts in the fields
of testosterone therapy in men and women (e.g., certain forms of breast cancer) and ubiquinone deficiency(ies), or any other current or
demonstrably planned business activities of the Company Group.


 


(d) “Business
Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business relation of the Company
Group, or any such relation that was a client, customer, licensee or other business relation within the prior six (6)-month period, in
each case, with whom Executive transacted business or whose identity became known to Executive in connection with Executive’s employment
hereunder.


 


(e) “Cause”
shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the course of Executive’s employment hereunder,
(ii) willful failure or refusal by Executive to perform in any material respect Executive’s duties or responsibilities, (iii) misappropriation
(or attempted misappropriation) by Executive of any assets or business opportunities of the Company or any other member of the Company
Group, (iv) embezzlement or fraud committed (or attempted) by Executive, or at Executive’s direction, (v) Executive’s conviction
of, indictment for, or pleading “guilty” or “ no contest” to, (x) a felony or (y) any other criminal charge that
has, or could be reasonably expected to have, an adverse impact on the performance of Executive’s duties to the Company or any other
member of the Company Group or otherwise result in material injury to the reputation or business of the Company or any other member of
the Company Group, (vi) any material violation by Executive of the policies of the Company, including but not limited to those relating
to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, or (vii)
Executive’s material breach of this Agreement.


 


(f) “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


(g) “Company
Group” shall mean Clarus Therapeutics Holdings, Inc. together with any of its direct or indirect subsidiaries (including, but
not limited to, the Company).


 






     


     


    

 


(h) 
“Compensation Committee” shall mean the Compensation Committee of the Board.


 


(i) “Confidential
Information” means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that
has value in or to the business of the Company Group that is not generally known and that the Company wishes to maintain as confidential.
Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated
business and/or products, research, or development of the Company Group, or to the Company Group’s technical data, trade secrets,
or know-how, including, but not limited to, research, plans, or other information regarding the Company Group’s products or services
and markets, customer lists, and customers (including, but not limited to, customers of the Company on whom Executive called or with whom
Executive may become acquainted during the Term of Employment), software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company
either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property.
Notwithstanding the foregoing, Confidential Information shall not include any of the foregoing items that have become publicly and widely
known through no unauthorized disclosure by Executive or others who were under confidentiality obligations as to the item or items involved.


 


(j) “Disability”
shall mean any physical or mental disability or infirmity of Executive that prevents the performance of Executive’s duties for a
period of (i) ninety (90) consecutive days or (ii) one hundred eighty (180) non-consecutive days during any twelve (12)-month period.
Any question as to the existence, extent, or potentiality of Executive’s Disability upon which Executive and the Company cannot
agree shall be determined by a qualified, independent physician selected by the Company and approved by Executive (which approval shall
not be unreasonably withheld, delayed or conditioned). The determination of any such physician shall be final and conclusive for all purposes
of this Agreement.


 


(k) “Good
Reason” shall mean, without Executive’s consent, (i) a material demotion in Executive’s title, duties, or responsibilities
as set forth in Section 3 hereof, (ii) a material reduction in Base Salary set forth in Section 4(a) hereof or Target Annual Bonus opportunity
set forth in Section 4(b) hereof (other than pursuant to an across-the-board reduction applicable to all similarly situated executives),
or (iii) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i)
or (ii) above). Executive acknowledges and agrees that Executive’s exclusive remedy in the event of any breach of this Agreement
shall be to assert Good Reason pursuant to the terms and conditions of Section 7(f) hereof. Notwithstanding the foregoing, during the
Term of Employment, in the event that the Board reasonably believes that Executive may have engaged in conduct that could constitute Cause
hereunder, the Board may, in its sole and absolute discretion, suspend Executive from performing Executive’s duties hereunder, and
in no event shall any such suspension constitute an event pursuant to which Executive may terminate employment with Good Reason or otherwise
constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement
during such period of suspension.


 






    Appendix A-2


     


    

 


(l) “Interfering
Activities” shall mean (A) recruiting, encouraging, soliciting, or inducing, or in any manner attempting to recruit, encourage,
solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person’s
employment or services (or in the case of a consultant, materially reducing such services) with the Company Group, (B) hiring, or engaging
any individual who was employed by or providing services to the Company Group within the six (6)-month period prior to the date of such
hiring or engagement, or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business
Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with
the relationship between any such Business Relation and the Company Group.


 


(m) “Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust
(charitable or non-charitable), unincorporated organization, or other form of business entity.


 


(n) “Post-Termination
Restricted Period” shall mean the period commencing on the date of the termination of the Employment Period for any reason and
ending twelve (12) months following such date of termination.


 


(o) “Release
of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit A (as the same
may be revised from time to time by the Company upon the advice of counsel).





 




    Appendix A-3


     


    

 





EXHIBIT A

 


RELEASE OF CLAIMS


 


As used in this Release of Claims (this “Release”),
the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action,
obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity,
or otherwise.


 


For and in consideration of the Severance Benefits,
and other good and valuable consideration, I, Frank A. Jaeger, for and on behalf of myself and my heirs, administrators, executors, and
assigns, effective the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise, and discharge
each of the Company and each of its direct and indirect subsidiaries and affiliates (including, but not limited to, Clarus Therapeutics
Holdings, Inc.), together with their respective officers, directors, partners, shareholders, employees, and agents (collectively, the
“Group”) from any and all claims whatsoever up to the date hereof that I had, may have had, or now have against the
Group, for or by reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to my employment
or the termination of my employment with the Company, whether for tort, breach of express or implied employment contract, intentional
infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state,
or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation.
This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act (“ADEA”),
Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, and
the Equal Pay Act, each as may be amended from time to time, and all other federal, state, and local laws, the common law, and any other
purported restriction on an employer’s right to terminate the employment of employees. The release contained herein is intended
to be a general release of any and all claims to the fullest extent permissible by law.


 


I acknowledge and agree that as of the date I execute
this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws
listed in the preceding paragraph.


 


By executing this Release, I specifically release
all claims relating to my employment and its termination under ADEA, a United States federal statute that, among other things, prohibits
discrimination on the basis of age in employment and employee benefit plans.


 


Notwithstanding any provision of this Release to
the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section 7 of the Employment Agreement,
(ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and in accordance with the terms of,
the Company’s by-laws or a Company insurance policy providing such coverage, as any of such may be amended from time to time.


 


I expressly acknowledge and agree that I –


 


		●	Am able to read the language, and understand the meaning and effect, of this Release;



 


		●	Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this Release
or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;



 


		●	Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance
Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever had, and because
of my execution of this Release;



 






     


     


    

 


		●	Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits;



 


		●	Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute
this Release;



 


		●	Had or could have [twenty-one (21)][forty-five (45)]1
days from the date of my termination of employment (the “Release Expiration Date”) in which to review and consider
this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder
of the review period;



 


		●	Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company
or any of its representatives;



 


		●	Was advised to consult with my attorney regarding the terms and effect of this Release; and



 


		●	Have signed this Release knowingly and voluntarily.



 


I represent and warrant that I have not previously
filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against any member of the
Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint,
charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and
all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees
of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This paragraph shall not apply, however, to
a claim of age discrimination under ADEA or to any non-waivable right to file a charge with the United States Equal Employment Opportunity
Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any claims relating to my
employment with Company, I agree that I shall not be entitled to recover any monetary damages or any other remedies or benefits as a result
and that this Release and the Severance Benefits will control as the exclusive remedy and full settlement of all such claims by me.


 


Nothing in this Release shall prohibit or impede
me from communicating, cooperating or filing a complaint with any Governmental Entity with respect to possible violations of any U.S.
federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected
under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are
consistent with applicable law. I understand and acknowledge that an individual shall not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government
official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made under seal. I understand and acknowledge further that an
individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing
the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this
paragraph or under applicable law, under no circumstance am I authorized to disclose any information covered by the Company’s attorney-client
privilege or attorney work product, or the Company’s trade secrets, without the prior written consent of the Company’s General
Counsel or other officer designated by the Company. I do not need the prior authorization of (or to give notice to) any member of the
Company Group regarding any communication, disclosure, or activity permitted by this paragraph.


 


 


 





 



		1	To be selected based on whether applicable termination was “in
connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination
in Employment Act of 1967).



 






    A-2


     


    

 


I hereby agree to waive any and all claims to re-employment
with the Company or any other member of the Company Group (as defined in my Employment Agreement) and affirmatively agree not to seek
further employment with the Company or any other member of the Company Group.


 


Notwithstanding anything contained herein to the
contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7) calendar days following
the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release
by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office,
marked for the attention of its General Counsel. To be effective, such revocation must be received by the Company no later than 11:59
p.m. on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I
do not revoke it during the Revocation Period, the eighth (8th) day following the date on which this Release is executed shall
be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and
void and of no effect, and neither the Company nor any other member of the Company will have any obligations to pay me the Severance Benefits.


 


The provisions of this Release shall be binding upon
my heirs, executors, administrators, legal personal representatives, and assigns. If any provision of this Release shall be held by any
court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force or effect. The illegality or
unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision
of this Release.


 


EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF ILLINOIS, APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY
IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.


 


Capitalized terms used,
but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement, dated September 9,
2021, with the Company (the “Employment Agreement”).


 





 



Frank A. Jaeger

Date:


 


 


A-3