Exhibit 10.1


 


QUANTUM COMPUTING,
INC.


215 Depot Court SE, Suite 215


Leesburg, VA 20175


 


Date: 24-September, 2021


 


William McGann




 


 


Dear Mr. McGann


 


This is to confirm the terms of your appointment
as a Non-Executive Director of Quantum Computing, Inc. (the “Company”) and Chair of the compensation committee.


 


Overall, in terms of time commitment, we
expect your attendance at all the Board of Directors (the “Board”) meetings, meetings of the audit, compensation
and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to
devote appropriate preparation time ahead of each meeting. Board meetings may be held within or outside Virginia as the Company may
decide.


 


By accepting this appointment, you have confirmed
that you are able to allocate sufficient time to meet the expectations of this position.


 


For and in consideration of the services to be
performed by you, Company agrees to pay you as follows:


 


	1.1	Fee. An annual fee equal to the amount of $20,000.00
(Twenty Thousand U.S. Dollars), payable on a quarterly basis, subject to your continuous service as a member of the Board (the
“Annual Fee”).



 


	1.2	Stock Options. Subject to all approvals required
by law, the Company will grant you options to purchase shares of common stock each year that you remain in service as a Non-Executive
Director. 100,000 options per year, vesting quarterly at the stock price on the date of grant.



 


Certain Representations.
You represent and agree that you are accepting the shares of common
stock being issued to you pursuant to this Agreement for your own account and not with a view to or for sale of distribution thereof.  You
understand that the securities are restricted securities and you understand the meaning of the term “restricted securities.”  You
further represent that you were not solicited by publication of any advertisement in connection with the receipt of the shares and that
you have consulted tax counsel as needed regarding the shares.


  



    1


     

    

 


	1.3	Company agrees to reimburse you for out-of-pocket expenses
incurred by you in connection with your service (including out-of-pocket expenses and “Business Class” transportation expenses,
provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”).



 


	1.4	Payment of the Expenses, as applicable, shall be made against
your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7)
days of the end of each calendar month during the term of this letter of appointment.



 


	1.5	For the avoidance of any doubt, the Fee and the aforementioned
Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration,
of any form, for your appointment and service.



 


	2.	The term of your appointment as a Non-Executive Director
of the Company shall be for one year or until the next Annual Meeting of Stockholders.



 


	3.	You will undertake such travelling as may reasonably be necessary
for the performance of your duties, including travelling overseas for Board meetings and site visits if required.



 


	4.	You will undertake such duties and powers relating to the
Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time
reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole
is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter
alia, as follows:



 


		●	Providing entrepreneurial leadership of the Group within
a framework of prudent and effective controls which enable risk to be assessed and managed; and



 


		●	Setting the Group’s strategic aims, ensures that the
necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and



 


		●	Setting the Group’s values and standards and ensures
that its obligations to its shareholders and others are understood and met.



 


	5.	Confidential Information



 


You undertake to the Company that you shall maintain in strict confidentiality
all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs
including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and
requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating
to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential
Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities
as director. You further undertake that you shall not use such Confidential Information for personal gain.


  



    2


     

    

 


“Confidential Information”
shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes
available to you on a non- confidential basis from a source other than the Company, provided that the source is not bound with respect
to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual
legal or fiduciary obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by
the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent
practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company
may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder
has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.


 


Blackout Period. You understand
that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during the period
commencing two weeks prior to the end of a fiscal quarter and ending the day after the financial information for the quarter and year
have been publicly released. As a member of the audit committee, if you have information concerning our financial results at any time,
you may not engage in transactions in our securities until the information is publicly disclosed.


 


	6.	Term and Termination



 


	6.1	Subject to paragraph 6.1 hereunder, this appointment shall
terminate immediately and without claim for compensation on the occurrence of any of the following events:



 


		6.1.1	if you resign as a director of the Company for any reason;
and/or



 


		6.1.2	if this appointment is cancelled by the holder or the holders
of the shares by which you were appointed; and/or



 


		6.1.3	if you were appointed by other directors in order to temporary
fill vacancy on the Board and said appointment is cancelled by the Board; and/or



 


		6.1.4	if you are removed or not re-appointed as a director of the
Company at a General Meeting of the Company in accordance with the requirements of Section 141 of the DGCL and/or any other applicable
law or regulation (the “Law”) and/or the Company’s Articles of Incorporation; and/or



 


		6.1.5	if you have been declared bankrupt or made an arrangement
or composition with or for the benefit of your creditors; and/or



 



    3


     

    

  


		6.1.6	if you have been disqualified from acting as a director (including,
but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing
your functions as director for a period of at least 60 days) ; and/or



 


		6.1.7	with your death and if you are a corporation or either entity,
with your liquidation.



 


		6.1.8	if an order of a court having jurisdiction over the Company
requires you to resign.



 


	6.2	Any termination of this letter of appointment shall be without
payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms
of this letter of appointment prior to the date of such termination).



 


	6.3	On termination of this appointment, you shall return all
property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group
company and used by you in connection with this position with the Company.



 


	7.	Subject to the proper performance of your obligations to
the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments
and directorships provided that:



 


	7.1	They do not in any way conflict with the interests of the
Company or any member of the Group; and



 


	7.2	They do not restrict you from devoting the necessary time
and attention properly to services to be performed under this letter of appointment; and



 


	7.3	In the event that you become aware of any potential conflicts
of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the “CEO”) of the Company
as soon as they become apparent.



 


	7.4	The Company acknowledges that you are currently on the Board
of Directors of the following companies:



 


	8.	The Company will put directors’ and officers’
liability insurance in place as soon as possible and will use commercial reasonable effort to maintain such coverage for the full term
of your appointment.



 


	9.	The performance of individual directors and the Board and
its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should
discuss them with the Chairman and/or the CEO as soon as is appropriate.



 



    4


     

    

  


	10.	In addition to any right pursuant to applicable law, occasions
may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur
when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided
under applicable law and subject to the prior written approval of a majority of the independent directors of the Company and the CEO,
such consent shall not be unreasonably withheld.



 


	11.	This letter refers to your appointment as a director of the
Company and your membership of the audit, nomination and the remuneration committees of the board.



 


	12.	You shall procure that you comply at all times with the Company’s
inside trading policies as in effect from time to time.



 


	13.	You shall discharge your general duties as a director pursuant to the
Company's Articles of Association of the Company and applicable law.



 


	14.	This letter of appointment shall be governed by and construed
in accordance with the law of the State of Virginia.



 


Please sign the attached copy of this letter and return it to the Company
to signify your acceptance of the terms set out above.


 


Sincerely yours,


 


	QUANTUM COMPUTING, INC.
	 	 
	By	/s/ Robert Liscouski
	 	Robert Liscouski
	 	Chief Executive Officer
	 
	 	 
	By	/s/ William J. McGann, Ph.D.
	 	William J. McGann, Ph.D.





 



     5