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  Exhibit 10.10    
    


         

  


 
 

  CLARUS THERAPEUTICS, INC.
  SENIOR EXECUTIVE INCENTIVE BONUS PLAN    
    


	1.
	Purpose  



        This Senior Executive Incentive Bonus Plan (the "Incentive Plan") is intended to provide an incentive for superior
work and to motivate eligible executives of Clarus Therapeutics, Inc. (the "Company") and its subsidiaries toward even higher achievement and
business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for
the benefit of Covered Executives (as defined below).  


	2.
	Covered Executives  



        From time to time, the Compensation Committee of the Board of Directors of the Company (the "Compensation
Committee") may select certain key executives (the "Covered Executives") to be eligible to receive bonuses hereunder. 


	3.
	Administration  



        The Compensation Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan.  


	4.
	Bonus Determinations  



        (a)    A Covered Executive may receive a bonus payment under the Incentive Plan based upon the attainment of performance targets which are established
by the Compensation Committee and relate to financial and operational metrics and clinical milestones with respect to the Company or any of its subsidiaries (the "Corporate
Performance Goals"), including the following: revenues, expense levels, cash flow, clinical, regulatory, business development, and financing milestones and developments. 


        (b)    Except
as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered Executives under the Incentive Plan shall be based upon objectively
determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Corporate Performance Goals, (ii) bonus formulas for Covered Executives shall be adopted in
each performance period by the Compensation Committee and communicated to each Covered Executive at the beginning of each performance period and (iii) no bonuses shall be paid to Covered
Executives unless and until the Compensation Committee makes a determination with respect to the attainment of the performance objectives. Notwithstanding the foregoing, the Company may adjust bonuses
payable under the Incentive Plan based on achievement of individual performance goals or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the Incentive
Plan based upon such other terms and conditions as the Compensation Committee may in its discretion determine. 


        (c)    Each
Covered Executive shall have a targeted bonus opportunity for each performance period. For each Covered Executive, the Compensation Committee shall have the
authority to apportion the annual
target award so that a portion of the annual target award shall be tied to attainment of corporate performance targets and a portion of the target award shall be tied to attainment of individual
performance targets. 







 

        (d)    The
payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive's employment by the Company on the
last day of the performance period.  


	5.
	Timing of Payment  



        The Corporate Performance Goals will be measured at the end of each fiscal year after the Company's financial reports have been published. If the Corporate
Performance Goals and or individual goals for any fiscal year are met, payments will be made as soon as practicable, but not later than March 15 of the subsequent fiscal year. For the avoidance
of doubt, bonuses for year 1 must be paid by March 15 of year 2.  


	6.
	Amendment and Termination  



        The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion. 


ADOPTED
BY THE BOARD OF DIRECTORS: January 20, 2011



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Exhibit 10.10


CLARUS THERAPEUTICS, INC. SENIOR EXECUTIVE INCENTIVE BONUS PLAN