Exhibit
10.16


 


Incysus,
Inc. 


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”) is entered into as of August 22,
2016, by and between William Ho (the “Executive”)
and Incysus, Inc. (the “Company”).


 


Recitals


 


A.       The
Company desires the association and services of Executive and his skills, abilities, background and knowledge, and is willing to
engage Executive’s services on the terms and conditions set forth in this Agreement.


 


B.       Executive
desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this
Agreement.


 


C.       This
Agreement supersedes any and all prior and contemporaneous oral or written employment agreements or arrangements between Executive
and the Company or any predecessor thereof.


 


Agreement


 


In consideration of
the foregoing, the parties agree as follows:


 


1.                 
Employment by the Company.


 


1.1          
Position; Duties; Location; Board Position. Subject to the terms and conditions of this Agreement, Executive shall
hold the position of President and Chief Executive Officer. Executive’s activities shall be as directed by the Board of
Directors of Incysus, Ltd. (the “Board”) and shall include such duties and activities as typically associated
with Executive’s position, and as otherwise may be assigned to Executive from time to time.
The Company reserves the right to change or modify Executive’s title and/or duties as business needs may require. Executive
shall devote Executive’s business energies, interest, abilities and productive time to the proper and efficient performance
of Executive’s duties under this Agreement. Executive shall report to the Board.


 


1.2          
Policies and Procedures. The employment relationship between the parties shall be governed by this Agreement and by
the policies and practices established by the Board. In the event that the terms of this Agreement differ from or are in conflict
with the Company’s policies or practices, this Agreement shall control.


 






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1.3           Exclusive
Employment; Agreement not to Participate in Company’s Competitors. Except with the prior written consent of the
Board, Executive will not, during the period of employment by the Company, directly or indirectly, undertake or engage in any
employment, occupation or business activity that competes, directly or indirectly, with the business of the Company.
Notwithstanding anything to the contrary contained herein, the parties agree that Executive may continue his service to
AlephPoint Capital and any of its related entities, including ownership interest, management and employment, with such
changes to the terms and responsibilities thereof as may be desirable in his sole discretion, provided that: (i) such service
does not interfere with Executive’s duties under this Agreement or the CIIA, (ii) any conflicts of interest arising
from such service are handled in accordance with the applicable provisions of the Company’s Bye-Laws, and (iii)
Executive manages AlephPoint Capital as a vehicle for the management of his own assets and those of certain investors and/or
relationships, and does not proactively solicit additional funds to be managed by AlephPoint Capital, until such time (if
ever) that the Company determines not to pursue the development of its primary product candidate.


 


1.4          
Start Date. Executive’s employment with the Company pursuant to this Agreement shall commence on August 22, 2016
(the “Start Date”).


 


2.                 
At-Will Employment.


 


Executive’s
employment relationship with the Company is, and shall at all times remain, at-will. This means that either Executive or the Company
may terminate the employment relationship at any time, for any reason or for no reason, with or without cause or advance notice.


 


 3.                  Compensation and Benefits.




 


3.1          
Salary. The Company shall pay Executive at a rate equal to $721.15 per week less payroll deductions and all required
withholdings, payable in regular periodic payments in accordance with the Company’s normal payroll practices. Upon the Company’s
close of the next round of funding after the date hereof that exceeds $10,000,000 in raised capital (a “Qualified Series
A Financing”), the Company shall increase Executive pay such that Executive shall receive a base salary at the annualized
rate of $250,000 (the “Base Salary”), less payroll deductions and all required withholdings, payable
in regular periodic payments in accordance with the Company’s normal payroll practices. The Base Salary shall be prorated
for any partial year of employment on the basis of a 365-day year. The Base Salary may be adjusted from time to time in the Company’s
discretion.


 


3.2          
Performance Bonus. Each calendar year, Executive will be eligible to earn an additional bonus (in the form of cash or
equity, at the Company’s sole discretion) based on the Board’s assessment of Executive’s individual performance
and overall Company performance. In order to earn and receive the bonus, Executive must remain employed by the Company through
and including the bonus payout date, which will be on or before March 15th of the year following the year to which it
relates. The determination of whether Executive has earned a bonus and the amount thereof shall be determined by the Board (and/or
a committee thereof) in its sole and absolute discretion. The Company reserves the right to modify the bonus criteria and targets
from year to year.


 



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3.3           Standard
Company Benefits. Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be
eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made
available to similarly situated Company employees. The Company shall pay 100% of the premium associated with group health
insurance for Executive as an individual, and 60% of the premium associated with group health insurance for Executive’s
dependents, if applicable. The Company reserves the right to modify, add or eliminate benefits from time to time.


 


3.4          
Expense Reimbursements. The Company will reimburse Executive for all reasonable business expenses Executive incurs in
conducting his duties hereunder, pursuant to the Company’s usual expense reimbursement practices.


 


 4.                  Proprietary Information Obligations.




 


As a condition of employment,
Executive agrees to execute and abide by the Employee Confidential Information and Inventions Assignment Agreement to be executed
of even date herewith (the “CIIA”).


 


5.                 
Termination of Employment.


 


5.1          
Termination For Any Reason Prior To A Qualified Series A Financing; Termination For Cause Or Executive’s Resignation
Following A Qualified Series A Financing. If (a) Executive’s employment is terminated for any reason, whether by the
Company or by Executive, prior to a Qualified Series A Financing, or (b) following a Qualified Series A Financing, Executive’s
employment is terminated by the Company for Cause (defined below) or Executive resigns for any reason, the Company shall pay Executive
any earned but unpaid base salary accrued through the date of termination and all accrued but unused vacation, at the rates then
in effect, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive, except
as may otherwise be required by law.


 


5.2          
Termination Without Cause Following A Qualified Series A Financing. If, following a Qualified Series A Financing, Executive’s
employment is terminated by the Company without Cause, then the Company shall pay Executive any earned but unpaid base salary accrued
through the date of termination and all accrued but unused vacation, at the rates then in effect, less standard deductions and
withholdings. In addition, subject to Section 5.6, Executive shall receive the following (the “Severance Benefits”):


 


(a)           
The Company shall pay Executive, as severance, an amount equal to six months of Executive’s Base Salary at the
time of termination; provided, however, that if the date of Executive’s termination is after January 1, 2018, the
amount of severance paid to Executive by the Company shall increase from six months to twelve months. The amount specified in this
Section 5.2(a) shall be paid to Executive in six (or twelve, as applicable) equal monthly installments beginning ten days following
the effective date of the Release and will be subject to required withholding.


 






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(b)           Vesting
of Executive’s then-outstanding, unvested equity as of his employment termination date shall accelerate such that
Executive shall be deemed vested in any additional equity that would have vested had Executive remained employed with the
Company for an additional one year following the date of Executive’s employment termination (the
 “Acceleration.”) The Acceleration shall be determined as of the date of Executive’s
employment termination, and shall not assume the achievement of any Company or performance based milestones following
Executive’s employment termination date; provided, that if any such milestones are achieved within one year
following the date of Executive’s employment termination, Executive shall be deemed vested in any additional equity
that would have vested upon the occurrence of any such milestone at the time of occurrence.


 


5.3          
Definition of Cause. “Cause” shall mean the occurrence of any of the following: (i) Executive’s
conviction of any felony or any crime involving fraud or dishonesty; (ii) Executive’s participation in a fraud, act of dishonesty
or other act of gross misconduct against the Company; (iii) Executive’s violation of any statutory or fiduciary duty, or
duty of loyalty, owed to the Company; or (iv) Executive’s material violation of material Company policy. Whether a termination
is for Cause shall be decided by the Board in its sole and exclusive judgment and discretion. Prior to a termination for Cause
pursuant to (iv) above, to the extent such event(s) is capable of being cured by Executive and to the extent it is the first such
instance giving rise to the notice described herein, (A) the Company shall give the Executive notice of such event(s), which notice
shall specify in reasonable detail the circumstances constituting Cause, (B) Executive shall have thirty (30) days after the delivery
of such notice to cure the event(s) giving rise to Cause, the existence of such cure to be determined by the Board in good faith,
and (C) Executive’s termination for Cause shall be effective thirty (30) days following the expiration of the cure period
in which the event(s) giving rise to cause was not cured, provided that the Company reserves the right put Executive on a paid
leave of absence during such period and terminate Executive’s access to Company systems and property so long as such measures
do not substantially interfere with Executive’s ability to cure the Cause of his termination during the cure period.


 


5.4          
Effect of Termination. Executive agrees that should his employment be terminated for any reason, he shall be deemed
to have resigned from any and all positions with the Company and its affiliated entities including Incysus, Ltd., including, but
not limited, to a position on the Board.


 






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5.5           Section
409A Compliance. It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the
exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this
Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so
exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For
purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section
1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance
payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each
installment payment hereunder shall at all times be considered a separate and distinct payment. Severance benefits shall not
commence until the Executive has a “separation from service” (as defined under Treasury Regulation Section
1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”).
Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of
termination to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments set
forth herein are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of
such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse
taxation under Section 409A, such payments shall not be provided prior to the earliest of (i) the expiration of the six-month
period measured from the date of termination, (ii) the date of Executive’s death or (iii) such earlier date as
permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration
of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any remaining payments due
shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. Finally, if the period
during which Executive may consider and sign a release in connection with the receipt of severance benefits spans two
calendar years, the payment of severance will not be made or begin until the later calendar year.


 


5.6          
Release. As a condition precedent to receipt of the Severance Benefits, Executive shall furnish to the Company an executed
waiver and release of claims in a form to be provided by the Company, which shall include confidentiality, non-disclosure, non-disparagement
and non-solicit provisions, and an obligation for Executive to provide reasonable transition assistance and consulting services
to the Company on an as-needed basis through the first anniversary of Executive’s employment termination date (the “Release”)
within the time period specified therein, but in no event later than forty-five days following Executive’s termination.


 


6.                 
General Provisions. 


 


6.1          
Representations and Warranties. Executive represents and warrants that Executive is not restricted or prohibited, contractually
or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that Executive’s
execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other
person or entity.


 


6.2          
Advertising Waiver. Executive agrees to permit the Company, and persons or other organizations authorized by the Company,
to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Company
in which Executive’s name and/or pictures of Executive appear. Executive hereby waives and releases any claim or right Executive
may otherwise have arising out of such use, publication or distribution.


 


6.3          
D&O Insurance. Executive shall be entitled to indemnification from the Company pursuant to, and in accordance with
the terms of, (i) the Company’s charter and bylaws, to the extent that indemnification of Executive is provided for therein,
and (ii) any D&O insurance policy covering Executive purchased by the Company.


 






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6.4          
 Miscellaneous. This Agreement, along with the CIIA, constitutes the complete, final and exclusive embodiment of the
entire agreement between Executive and the Company with regard to its subject matter. It is entered into without reliance on any
promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises,
warranties or representations. This Agreement may not be modified or amended except in a writing signed by both Executive and a
duly authorized member of the Board. This Agreement will bind the heirs, personal representatives, successors and assigns of both
Executive and the Company, and inure to the benefit of both Executive and the Company, and to his and its heirs, successors and
assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination
will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable.
This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State
of New York. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach
of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed
in counterparts and facsimile signatures will suffice as original signatures.


 


[Signature
Page Follows]








 






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In
Witness Whereof, the parties have executed this Agreement as of the day and year first written above.


 


Incysus,
inc.


 


	 	By:	/s/Steve
    Lisi
	 	Name:	Steve Lisi
	 	Title:	Chief Business Officer and Chief Financial
    Officer
	 	 




	Accepted and agreed:
	 
	/s/William Ho	 
	William Ho




 






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