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  Exhibit 10.11    
    


         

  


 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY  


        The purpose of this Director Compensation Policy (this "Policy") of Clarus
Therapeutics, Inc., a Delaware corporation (the "Company"), is to provide a total compensation package that enables the Company to attract and
retain, on a long-term basis, high caliber directors on the Company's Board of Directors (the "Board") who are not employees or officers of
the Company or its subsidiaries. This Policy will become effective as of the effective time of the registration statement for the Company's initial firm commitment underwritten public offering of
equity securities (the "Effective Date"). 



        In
furtherance of this purpose, following the Effective Date, all non-employee directors shall be paid cash compensation for services provided to the Company as set forth
below. 

 






 



						
	 
	 	Annual Retainer 	 
	 Board
	 	 	 	 
	 	 All Directors
	 	$	25,000	 
	 	 Additional Retainer for the Chairman of the Board
	 	$	20,000	 
	 	 	 	 
	 Audit Committee
	 	 	 	 
	 	 Committee Chairman
	 	$	15,000	 
	 	 Other Committee Members
	 	$	5,000	 
	 	 	 	 
	 Compensation Committee
	 	 	 	 
	 	 Committee Chairman
	 	$	7,500	 
	 	 Other Committee Members
	 	$	5,000	 
	 	 	 	 
	 Nominating and Corporate Governance Committee
	 	 	 	 
	 	 Committee Chairman
	 	$	7,500	 
	 	 Other Committee Members
	 	$	5,000	 
	 	 	 	 




 

         The
Annual Retainer will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. Amounts owing to non-employee
directors as Annual Retainer shall be annualized, meaning that non-employee directors who join the Board during the calendar year, and with respect to all non-employee
directors for 2011, such amounts shall be pro rated based on the number of calendar days served by such director. 


        The
non-employee directors shall be eligible to participate in the Company's stock option plans on a case by case basis. 



        In
addition, for non-employee directors serving on the Board as of the Effective Date and the first time any other individual is elected to the Board after the Effective
Date, such non-employee director will be eligible to receive an option to purchase 45,000 shares of the Company's common stock (the "Election Option
Grant"). The Election Option Grant shall be made upon the director first becoming a director (or in the case of a non-employee director serving on the Board as of
the Effective Date, such award shall be made as of the Effective Date). In addition, each non-employee director will be eligible annually to receive an additional option to purchase 15,000
shares of the Company's common stock, such award to be made five (5) business days following the annual meeting of the Company's stockholders (the "Annual Director
Option Grant" and together with the Election Option Grant, the "Director Option Grants"). 







 

        All
Director Option Grants shall vest in three equal annual installments on each anniversary of the date of the grant, subject to continued service on the Board. The Director Option
Grants will become immediately exercisable upon the death, disability or retirement of a director or upon a change in control of the Company. In addition, the form of option agreement will give
directors up to one year following cessation of service as a director to exercise the options (to the extent vested at the date of such cessation), provided that the director has not been removed for
cause. 


        All
of the foregoing options will be granted at fair market value on the date of grant. 


        The
foregoing compensation will be in addition to reimbursement of all out-of-pocket expenses incurred by directors in attending meetings of the Board. 



ADOPTED
BY THE BOARD OF DIRECTORS: January 20, 2011 


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Exhibit 10.11