Exhibit 10.2


 





 


July 6th,
2017


 


	Attn:	Dr. Tsontcho Ianchulev  
	Re:	Engagement Letter and Offer of Employment


 


Dear Dr. Ianchulev:


 


On
behalf of Eyenovia, Inc. (the "Company"), I am pleased to extend this offer letter. This letter sets out the terms of
your continued engagement with the company as its CEO and CHIEF MEDICAL OFFICER.


 


Starting July 1st,
2018, your annual salary will be $32,083 payable monthly or bi-weekly in accordance with the Company's normal payroll procedures
and you will be eligible for the company's benefits plan.


 


In
addition, the Board is approving a total of 1,503,960 options. 75% of the total option package will be granted now and will start
vesting immediately in thirty-six (36) equal monthly installments. The additional 25% of the options will be bestowed within 12
months and will be based on meeting pre-specified milestones. The options will provide that upon a Change in Control, as such
term is defined in the Company's 2013 Stock Plan (the "Plan"), all Board- approved Options will immediately vest in
full.


 


While
employed by the Company, your positions as outlined in this offer letter are exempt positions, which means you are paid for the
job and not by the hour. In addition,


 


If following a Change
in Control, your employment is terminated by the Company without Cause (as such term is defined in the Plan) or you suffer an
Involuntary Termination (as defined below), and provided you sign a general release of known and unknown claims in a form reasonably
satisfactory to the Company within thirty (30) days of such termination, you will receive severance payments at your final base
salary rate, less applicable withholding, for a six (6) month period beginning after the date of your termination without Cause
and upon the effective date of the release of claims (the "Termination Severance"). For purposes of this Agreement,
"Involuntary Termination" means any of the following conditions (x) a change in your title or position with the Company
which materially reduces your level of responsibility or the nature of your function or your reporting structure; or (y) a material
decrease in your base salary and/or a material decrease in any of your then-existing bonus arrangements or employee benefits (other
than a material decrease which is applicable to all similarly situated employees and executives of the Company in connection with
an across- the-board cost savings strategy). The foregoing definition of Involuntary Termination is intended to comply with the
safe harbor provisions set forth in Treasury Regulation Section 1.409A-1(n)(2)(ii), and shall be interpreted consistently therewith.
An event described in this paragraph will not constitute an Involuntary Termination unless it is communicated by you to the Company
in writing within ninety (90) days of occurrence and not corrected (if correctible) by the Company within sixty (60) days of the
Company's receipt of such notice. During the period in which you are receiving Termination Severance payments, if you were covered
under the Company's group health plan as of the date of your termination of employment, you will also have the opportunity to
elect to continue such group coverage under federal and state law (COBRA). If you timely elect such COBRA coverage, the Company
will pay the premiums to continue your group health insurance coverage under COBRA until the earlier of (a) the end of the six
(6) month severance period described above, or (b) commencement of your coverage under another employer'sgroup health plan.


 


www.eyenoviabio.com


 




    	 	 	 



     


    

 


 


 


You
will also be eligible to participate in various Company fringe benefit plans, including group health insurance and vacation programs
in accordance with the Company's benefit plan requirements. You will also be eligible to participate in any incentive compensation
plan that may be established by the Company during your employment.


 


As
a condition of your employment, you will be required to sign the Company's standard form of employee nondisclosure and assignment
agreement (a copy of which is enclosed), and to provide the Company with documents establishing your identity and right to work
in the United States. Those documents must be provided to the Company within three business days of your employment start date.


 


In
the event of any dispute or claim relating to or arising out of your employment relationship with the Company, this agreement,
or the termination of your employment with the Company for any reason (including, but not limited to, any claims of breach of
contract, defamation, wrongful termination or age, sex, sexual orientation, race, color, national origin, ancestry, marital status,
religious creed, physical or mental disability or medical condition or other discrimination, retaliation or harassment), you and
the Company agree that all such disputes shall be fully resolved by confidential, binding arbitration conducted by a single arbitrator
through the American Arbitration Association ("AAA") under the AAA's National Rules for the Resolution of Employment
Disputes then in effect, which are available online at the AAA's website at www.adr.org. You and the Company hereby waive your
respective rights to have any such disputes or claims tried before a judge or jury.


 


This
agreement and the non-disclosure and stock option agreements referred to above constitute the entire agreement between you and
the Company regarding the terms and conditions of your employment, and they supersede all prior or contemporaneous negotiations,
representations or agreements between you and the Company. The provisions of this agreement regarding "at will" employment
and arbitration may only be modified by a document signed by you and an authorized representative of the Company.


 


www.eyenoviabio.com


 




    	 	 	 



     


    

 


We look forward to working with you at the
Company. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this agreement.


 


	 	Sincerely,
	 	 
	 	/s/
    Fred Eshelman
	 	Fred Eshelman
	 	Chairman,
    Eyenovia, Inc.
	 	 
	 	The foregoing
    terms are hereby understood and accepted:
	 	 	 
	 	Signed:	/s/ Tsontcho
    Ianchulev