Exhibit 10.1





 


EXECUTION
COPY


 


AGREEMENT
AND GENERAL RELEASE


 


Eloxx Pharmaceuticals, Inc.
(the “Company”) and Neil Belloff (“Executive”) agree to the following.


 


1.             
Transition Period. The period between June 30, 2021, and the Termination Date (as defined below) will be a “Transition
Period,” during which the following will apply:


 


		(a)	Executive
                                            will devote his full-time efforts to his responsibilities as the Chief Operating Officer,
                                            General Counsel and Corporate Secretary of the Company and its subsidiary Eloxx Pharmaceuticals,
                                            Ltd. and to transitioning his responsibilities to others and will assist the Company in its
                                            search for and onboarding of any successor(s).



 


		(b)	Executive
                                            will continue to be paid his Base Salary ($448,800 if annualized) and to participate in the
                                            Company’s benefit plans and programs.



 


		(c)	Executive’s
                                            “Termination Date” is anticipated to be August 25, 2021, unless accelerated
                                            as follows:



 


		(i)	If
                                            Executive elects to resign from the Company at any time before August 25, 2021, no further
                                            Base Salary payments will be paid or benefits provided to Executive under Section 1(b),
                                            and Executive will forfeit any entitlement to the Consideration set forth in Section 3
                                            below.



 


		(ii)	If
                                            the Company determines that Executive’s responsibilities have been fully transitioned
                                            before August 25, 2021, the Company may accelerate the Termination Date to a date determined
                                            by the Company in its sole discretion, whereupon (A) Executive will be entitled to the Base
                                            Salary payments that would have been paid to Executive between the accelerated Termination
                                            Date and August 25, 2021, (B) the number of days between the accelerated Termination Date
                                            and August 25, 2021, shall be included in the calculation of the pro rata bonus in Section
                                            3(c) below, (C) any equity awards that would have vested through August 25, 2021, will
                                            be deemed vested as of the accelerated Termination Date, and (D) Executive will be entitled
                                            to the Consideration set forth in Section 3 below.



 


		(iii)	If
                                            Executive (A) materially fails to perform Executive’s responsibilities as Chief Operating
                                            Officer, General Counsel and Corporate Secretary, after being given written notice of such
                                            failure and a reasonable opportunity to remedy the same, or (B) Executive commits a serious
                                            act of misconduct that cannot reasonably be remedied, Executive’s Termination Date
                                            will be moved forward to a date determined by the Company. Following any such accelerated
                                            Termination Date, no further Base Salary payments will be paid or benefits provided to Executive
                                            under Section 1(b) after the accelerated Termination Date, and Executive will no longer
                                            be eligible to receive the Consideration set forth in Section 3 below.



 






     


     


    

 


		(iv)	If
                                            Executive’s employment ends prior to August 25, 2021, as a result of his death or Disability,
                                            no further Base Salary will be paid under Section 1(b) for periods after the Termination
                                            Date, but he or his estate, as applicable, will be entitled to receive the Consideration
                                            set forth in Section 3 below (and any other applicable benefit under a Company plan).



 


Executive’s last day
of employment with the Company under any of the above scenarios will be the Termination Date.


 


		(d)	Effective
                                            as of the Termination Date, Executive will cease to serve as Chief Operating Officer, General
                                            Counsel and Corporate Secretary and will cease to be eligible for any benefits or compensation
                                            from the Company and its affiliates other than as specifically provided in Section 8
                                            of the Executive Employment Agreement between the Company and Executive dated as of February
                                            25, 2020 (the “Employment Agreement”).



 


		(e)	Executive
                                            further acknowledges and agrees that from and after the Termination Date, Executive will
                                            not represent himself as being a director, employee, officer, trustee, agent or representative
                                            of the Company or its affiliates for any purpose. In addition, effective as of Termination
                                            Date, Executive will be deemed to have resigned from all offices, directorships, trusteeships,
                                            committee memberships and fiduciary capacities held with, or on behalf of, the Company and
                                            its affiliates or any benefit plans of the Company and its affiliates. These resignations
                                            are irrevocable, notwithstanding Executive’s revocation rights as set forth in Section
                                            4 below.



 


2.             
Definitions. Capitalized term used but not defined herein will have the meanings indicated in the Employment Agreement.


 


3.             
Consideration. The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 7(d)
and Section 8(d), of the Employment Agreement, pursuant to which Executive will be provided with the following (collectively, the “Consideration”):


 


		(a)	Executive
                                            will be paid a “Severance Payment” in amount equal to his Base Salary
                                            of $448,800 in a lump sum in cash in the first ordinary payroll date occurring on or after
                                            the Effective Date (as defined in Section 16 below).



 


		(b)	If
                                            Executive timely elects continued coverage under COBRA for himself and his covered dependents
                                            under the Company’s group health plans, the Company shall pay the COBRA premiums necessary
                                            to continue Executive’s and his covered dependents’ health insurance coverage
                                            in effect on the Termination Date until the earliest of (i) twelve (12) months following
                                            the Termination Date (the “COBRA Severance Period”); (ii) the date when
                                            Executive becomes eligible for substantially equivalent health insurance coverage in connection
                                            with new employment or self- employment; or (iii) the date Executive ceases to be eligible
                                            for COBRA continuation coverage for any reason, including plan termination (such period from the
Termination Date through the earlier of (i)-(iii), the “COBRA Payment Period”).






 






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In addition,
Executive may be entitled to a COBRA subsidy of 100% of Executive’s monthly premiums through September 30, 2021, under the American
Rescue Plan of 2021 (“ARPA COBRA Subsidy”). If Executive is eligible for the ARPA COBRA Subsidy, that benefit will
be provided before the Company’s COBRA payments described above but will not extend the COBRA Payment Period. The ARPA COBRA Subsidy
is available even if Former Executive does not sign this Agreement.


 


Notwithstanding
the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a
violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010
Health Care and Education Reconciliation), then in lieu of paying COBRA premiums, the Company shall pay Executive on the last day of
each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to
applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made
without regard to Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive Executive of his rights under
COBRA or ERISA for benefits under plans and policies arising under his employment by the Company.


 


		(c)	The
                                            Company shall pay Executive a pro-rata Annual Bonus for the 2021 performance year calculated
                                            based on the number of days Executive was employed during such performance year divided by
                                            the total number of days in the performance year and based on Executive’s achievement
                                            of performance goals as determined by the Board in good faith, payable in a lump sum on the
                                            Company’s first ordinary payroll date occurring on or after the Effective Date.



 


		(d)	Twenty-five
                                            percent (25%) of the shares subject to all stock options, restricted stock units and other
                                            equity awards held by Executive as of the Termination Date shall vest and become exercisable
                                            or payable, as applicable. In addition, the time period that Executive may have to exercise
                                            any stock options shall be extended for a period equal to the shorter of (i) nine (9) months
                                            or (ii) the remaining term of the award.



 


4.             
Revocation. Executive may revoke this Agreement and General Release for a period of seven (7) calendar days following the day
Executive executes this Agreement and General Release in either space below. Any revocation within this period must be submitted in writing
to the Company and state, “I hereby revoke my acceptance of the Agreement and General Release.” The revocation must be delivered
to the Company, as follows:


 


Eloxx Pharmaceuticals,
Inc. 480 Arsenal Way


Watertown, MA 02472


Attention: Sumit Aggarwal, President
and CEO





 






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5.             
General Release of Claims. Executive and Executive’s heirs, executors, administrators, successors and assigns (collectively
referred to throughout this Section 5 as “Employee”) knowingly and voluntarily release and forever discharge
the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future
and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Releasees”) from
any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions,
understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages,
fees and liabilities, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description,
oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known
and unknown, against the Releasees, which Employee has, has ever had or may have as of the date of Employee’s execution of this
Agreement and General Release, including, but not limited to, any alleged violation of the following (if and to the extent applicable
and as each may be amended from time to time):


 


		-	Title
                                            VII of the Civil Rights Act of 1964;



		-	The
                                            Civil Rights Act of 1991;



		-	Sections
                                            1981 through 1988 of Title 42 of the United States Code;



		-	The
                                            Employee Retirement Income Security Act of 1974;



		-	The
                                            Immigration Reform and Control Act;



		-	The
                                            Americans with Disabilities Act of 1990;



		-	The
                                            Age Discrimination in Employment Act of 1967;



		-	The
                                            Older Workers Benefit Protection Act of 1990;



		-	The
                                            Worker Adjustment and Retraining Notification Act;



		-	The
                                            Occupational Safety and Health Act;



		-	The
                                            Family and Medical Leave Act of 1993;



		-	The
                                            Massachusetts Wage Act;



		-	Massachusetts
                                            anti-discrimination laws, M.G.L Chapter 151B;



		-	Any
                                            wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth
                                            of Massachusetts or the United States;



		-	Any
                                            other federal, state or local civil or human rights law or any other local, state or federal
                                            law, regulation or ordinance;



		-	Any
                                            public policy, contract, tort, or common law; or



		-	Any
                                            allegation for costs, fees, or other expenses including attorneys’ fees incurred in
                                            these matters.



 


Notwithstanding
anything herein to the contrary, the sole matters to which this General Release of Claims does not apply are: (i) Employee’s
express rights or claims for accrued vested benefits under any employee benefit plan, policy or arrangement maintained by the
Company or under COBRA; (ii) Employee’s rights and obligations under this Agreement and the provisions of the Employment
Agreement which are intended to survive termination of employment; (iii) claims that cannot be waived by applicable law, including
workers’ compensation and unemployment insurance claims, or (iv) any rights of Employee to indemnification (including
advancement of costs, including legal fees) as a Director or Officer of the Company or under D&O or similar liability insurance
coverage.


 






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		6.	No
                                            Claims Permitted.



 


		(a)	Executive
                                            waives Executive’s right to file any charge or complaint against the Releasees arising
                                            out of Executive’s employment with or separation from the Company before any federal,
                                            state or local court or any state or local administrative agency, except where such waivers
                                            are prohibited by law (with the understanding that that this Agreement and General Release
                                            bars Executive from recovering monetary relief from any of the Releasees in connection with
                                            any charges or complaints which are not waived hereunder).



 


		(b)	Furthermore,
                                            nothing in this Agreement or General Release and Waiver of Claims prohibits Executive from
                                            reporting possible violations of federal law or regulation to any governmental agency or
                                            entity, including but not limited to the Department of Justice, the Securities and Exchange
                                            Commission, Congress, and any agency Inspector General, or making other disclosures that
                                            are protected under the whistleblower provisions of federal law or regulation. Executive
                                            does not need the prior authorization of the Company to make any such reports or disclosures,
                                            and Executive is not required to notify the Company that Executive has made such reports
                                            or disclosures.



 


7.             
Affirmations. Executive affirms Executive has not filed, has not caused to be filed, and is not presently a party to, any claim,
complaint, or action against any of the Releasees in any forum. Executive further affirms that Executive has been paid and/or has received
all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled, and no other compensation, wages,
bonuses, commissions and/or benefits are due to Executive, except as provided herein or in Section 8 of the Employment Agreement. Executive
also affirms Executive has no known workplace injuries.


 


		8.	Cooperation;
                                            Confidentiality; Return of Property.



 


		(a)	Following
                                            the Termination Date, Executive agrees to reasonably cooperate with the Company and its counsel
                                            in connection with any investigation, administrative proceeding or litigation relating to
                                            any matter that occurred during Executive’s employment in which Executive was involved
                                            or of which Executive has knowledge. The Company will reimburse Executive for any reasonable
                                            out-of- pocket travel, delivery or similar expenses incurred in providing such service to
                                            the Company.



 


		(b)	Executive
                                            acknowledges that Executive has had access to information that relates to the Company, its
                                            business, assets, financial condition, affairs, activities, plans and projections, customers,
                                            suppliers, partners, and other third parties with whom the Company agreed or agrees, from
                                            time to time, to hold information of such party in strict confidence (the
 “Confidential Information”). Accordingly, Executive agrees to the following:






 






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		(i)	Confidential
                                            Information shall include, without limitation, information, whether or not marked or designated
                                            as confidential, concerning technology, products, research and development, patents, copyrights,
                                            inventions, trade secrets, test results, formulae, processes, data, know-how, marketing,
                                            promotion, business and financial plans, policies, practices, strategies, surveys, analyses
                                            and forecasts, financial information, customer lists, agreements, transactions, undertakings
                                            and data concerning employees, consultants, officers, directors, shareholders, suppliers,
                                            customers and other business partners. Confidential Information includes information in any
                                            form or media, whether documentary, written, oral, magnetic, electronically transmitted,
                                            through presentation or demonstration or computer generated. Confidential Information shall
                                            not include information that: (A) has become part of the public domain or is generally known
                                            or readily ascertainable in the industry not as a result of a breach of any obligation owed
                                            by Executive to the Company; (B) is part of Executive’s general skills and knowledge,
                                            or (C) is required to be disclosed to the public by law or the binding rules of any governmental
                                            organization, provided, however, that Executive gives the Company prompt notice thereof so
                                            that the Company may seek a protective order or other appropriate remedy, and further provided,
                                            that in the event that such protective order or other remedy is not obtained, Executive shall
                                            furnish only that portion of the Confidential Information which is legally required, and
                                            shall exercise all reasonable efforts (at the Company’s expense) required to obtain
                                            confidential treatment for such information.



 


		(ii)	At
                                            all times after termination of Executive’s employment, Executive shall keep in strict
                                            confidence and trust, shall safeguard, and shall not disclose to any person or entity, or
                                            use for the benefit of any party other than the Company, any Confidential Information, other
                                            than with the prior express consent of the Company.



 


		(iii)	All
                                            right, title and interest in and to Confidential Information are and shall remain the sole
                                            and exclusive property of the Company or of the third party providing such Confidential Information
                                            to the Company, as the case may be. Without limitation of the foregoing, Executive agrees
                                            and acknowledges that all memoranda, books, notes, records, email transmissions, charts,
                                            formulae, specifications, lists and other documents (contained on any media whatsoever) made,
                                            reproduced, compiled, received, held or used by Executive in connection with his employment
                                            by the Company or that otherwise relates to any Confidential Information (the “Confidential
                                            Material”), shall be the Company’s sole and exclusive property and shall
                                            be deemed to be Confidential Information. All originals, copies, reproductions and summaries
                                            of the Confidential Materials shall be delivered by Executive to
the Company upon termination of Executive’s employment, without Executive retaining any copies thereof.






 






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		(c)	Executive
                                            represents that on the Termination Date he will return to the Company all property belonging
                                            to the Company, including but not limited to any leased vehicle, laptop, cell phone, keys,
                                            access cards, phone cards and credit cards, provided that Executive may retain, and the Company
                                            shall cooperate in transferring, Executive’s cell phone number and Executive’s
                                            personal rolodex and other address books.



 


		9.	Governing
                                            Law; Enforcement and Interpretation.



 


		(a)	This
                                            Agreement and General Release shall be governed and conformed in accordance with the laws
                                            of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. In
                                            the event Executive or the Company breaches any provision of this Agreement and General Release,
                                            Executive and the Company affirm either may institute an action to specifically enforce any
                                            term or terms of this Agreement and General Release.



 


		(b)	In
                                            the event any provision contained herein is held by a court of competent jurisdiction to
                                            be invalid or unenforceable in any respect, in whole or in part, the parties hereto agree
                                            that any such invalid or unenforceable provision shall be deemed modified so that it shall
                                            be enforced to the greatest extent permitted under law. Should any provision of this Agreement
                                            and General Release be declared invalid or unenforceable by any court of competent jurisdiction
                                            and incapable of being modified to be enforceable, such provision shall immediately become
                                            null and void, leaving the remainder of this Agreement and General Release in full force
                                            and effect, provided that if any proceeding commenced pursuant to this Section 9 results
                                            in the voiding or nullification of any general release language contained in the Agreement
                                            and General Release, Executive agrees (i) to execute an enforceable release that is materially
                                            consistent with this Agreement and General Release, and



 


(ii)
if clause (i) is not possible, the Company will be entitled to recover from Executive an amount up to the total after-tax Severance Payment
paid to Executive, but only to the extent the Company is required to pay Executive based on a claim that would have been released but
for the aforesaid voiding or nullification.


 


10.             
No Admission of Wrongdoing. Executive agrees neither this Agreement and General Release nor the furnishing of the consideration
for this Agreement and General Release shall be deemed or construed at any time for any purpose as an admission by any of the Releasees
of any liability or unlawful conduct of any kind.


 


11.              Non-Disparagement.
Executive and the Company (through its officers and directors) agree not to disparage the other party, and the other party’s
officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business
reputation or personal reputation; provided that both Executive and the Company may respond accurately and fully to any question,
inquiry or request for information when required by legal process and provided further that nothing in this Section 11 shall
preclude the Company or Executive from making truthful statements that are reasonably necessary or to enforce or defend the
party’s rights under this Agreement and General Release.


 






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12.             
Taxes.


 


		(a)	Withholdings.
                                            All amounts paid to Executive hereunder will be subject to the withholdings required by applicable
                                            law.



 


		(b)	Section
                                            409A. The parties agree that this Agreement and General Release is intended to be administered
                                            in accordance with Section 409A of the Internal Revenue Code of 1986 (together with Treasury
                                            Regulations and related written guidance from the Internal Revenue Service, “Section
                                            409A”). It is the intention of the parties that the compensation and benefits set
                                            forth in this Agreement and General Release be exempt from Section 409A as short-term deferrals
                                            or payments under the separation pay exemption. To the extent that any provision of this
                                            Agreement and General Release is ambiguous as to its compliance with Section 409A, the provision
                                            shall be read in such a manner so that all payments hereunder comply with Section 409A, and
                                            to the extent required, be subject to any applicable six (6) month delay for “specified
                                            employees” if required in order to avoid the imposition of any excise tax under Section
                                            409A. Each payment pursuant to this Agreement and General Release is intended to constitute
                                            a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The Parties
                                            agree that this Agreement and General Release may be amended, as may be necessary to fully
                                            comply with Section 409A in order to preserve the payments and benefits provided hereunder
                                            without additional cost to either party. Notwithstanding the foregoing, nothing contained
                                            herein constitutes tax advice or provides any form of tax indemnity, and the Company shall
                                            have no obligation to indemnify or bear any responsibility for any adverse tax consequence(s)
                                            to Executive in connection with this Agreement and General Release.



 


13.             
Amendment. This Agreement and General Release may not be modified, altered or changed except upon express written consent of both
parties wherein specific reference is made to this Agreement and General Release.


 


14.             
Entire Agreement. This Agreement and General Release, together with any Confidentiality Agreement (as defined in the Employment
Agreement or otherwise) that Executive may have signed in the course of his employment, sets forth the entire agreement between the parties
hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything
in this Agreement and General Release, the provisions in the Employment Agreement which are intended to survive termination of the Employment
Agreement, including but not limited to those contained in Section 10 and Section 11 and the Dispute Resolution Section thereof, shall
survive and continue in full force and effect. Executive acknowledges Executive has not relied on any representations, promises, or agreements
of any kind made to Executive in connection with Executive’s decision to accept this Agreement and General Release.





 






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15.             
ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age
Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands
and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive
signs this Agreement and General Release in the first space below and, once reaffirmed, after his reaffirmation. Executive understands
and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was
already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that nothing in this
Agreement and General Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity
of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized
by federal law.


 


16.             
Reaffirmation. At the conclusion of the Transition Period, and as a condition of Executive’s receipt of the Consideration,
Executive will reaffirm his agreement to the foregoing by signing this Agreement and General Release in the second space below. In so
doing, Executive acknowledges the following:


 


		(a)	He
                                            has been provided with twenty-one (21) days in which to consider his reaffirmation.



 


		(b)	He
                                            has been advised to seek the advice of legal counsel.



 


		(c)	He
                                            has negotiated revisions to this Agreement and General Release before signing it.



 


		(d)	He
                                            has seven (7) days following his reaffirmation to revoke his signature as described in Section
                                            4.



 


		(e)	This
                                            Agreement and General Release shall become effective and irrevocable on the eighth (8th)
                                            day after Executive’s reaffirmation, unless earlier revoked by Executive in accordance
                                            with Section 4 (the “Effective Date”).



 


[signature
page follows]





 






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EXECUTIVE HAS BEEN ADVISED
THAT EXECUTIVE HAS UP TO TWENTY- ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING
TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.


 


EXECUTIVE AGREES ANY MODIFICATIONS,
MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21)
CALENDAR DAY CONSIDERATION PERIOD. IN THE EVENT EXECUTIVE SIGNS THIS AGREEMENT AND GENERAL RELEASE AND RETURNS IT TO THE COMPANY IN LESS
THAN THE TWENTY-ONE (21) DAY PERIOD IDENTIFIED ABOVE, EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS FREELY AND VOLUNTARILY CHOSEN
TO WAIVE THE TIME PERIOD ALLOTTED FOR CONSIDERING THIS AGREEMENT AND GENERAL RELEASE.


 


HAVING ELECTED TO EXECUTE
THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT
AGREEMENT, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE,
SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST THE COMPANY.


 


IN WITNESS WHEREOF, the parties
hereto knowingly and voluntarily executed this Agreement and General Release as of the date set forth below:


 


	ELOXX PHARMACEUTICALS,
    INC.	 	EXECUTIVE
	 	 	 
	By: 	/s/ Sumit Aggarwal	 	/s/ Neil
    S. Belloff
	Name: Sumit Aggarwal	 	Neil S. Belloff
	Its: President and CEO	 	 
	Date: 	July 2, 2021	 	Date:	July 2, 2021







 


DO NOT SIGN BELOW UNTIL THE TERMINATION
DATE


 


I hereby reaffirm my signature above:


 


Date:                       , 2021


Neil S. Belloff





 






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