Exhibit 10.15


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (the “Agreement”), is made and entered into this 13th day of July, 2021 (the “Execution Date”), and
is by and between Vicarious Surgical Inc. (“Company”), and William Kelly (“Executive”).


 


WHEREAS, Company wishes to
employ Executive to serve as its Chief Financial Officer and Treasurer;


 


WHEREAS, Executive represents
that Executive possesses the necessary skills to perform the duties of this position and that Executive has no obligation to any other
person or entity which would prevent, limit or interfere with Executive’s ability to do so; and


 


WHEREAS, Executive and Company
desire to enter into a formal Executive Employment Agreement to assure the harmonious performance of the affairs of Company.


 


NOW, THEREFORE, in consideration
of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:


 


1. Title
and Duties. Subject to the terms and conditions of this Agreement, Executive’s position with Company shall be Chief Financial
Officer and Treasurer reporting to Company’s Chief Executive Officer and the Board of Directors of the Company. Executive accepts
such employment upon the terms and conditions set forth herein, and agrees to perform to the best of Executive’s ability the duties
normally associated with such position and as reasonably determined by the Chief Executive Officer or the Board of Directors. While serving
hereunder, Executive shall devote all of Executive’s business time and energies to the business and affairs of Company, provided
that nothing contained in this Section 1 shall prevent or limit: (a) Executive’s right to manage Executive’s personal investments
on Executive’s own personal time, including, without limitation the right to make passive investments in the securities of (i) any
entity which Executive does not control, directly or indirectly, and which does not compete with Company, or (ii) any publicly held entity,
so long as Executive’s aggregate direct and indirect interest does not exceed two percent (2%) of the issued and outstanding securities
of any class of securities of such publicly held entity; (b) Executive’s participation in civic and charitable activities, including
as a member of a board of a civic or charitable organization, so long as such activities do not interfere with Executive’s performance
of Executive’s duties hereunder; and (c) Executive’s participation as an advisor to, or director of, up to two (2) entities
that are not competitors of the Company, subject to the Company’s prior written approval, which will not be unreasonably withheld.


 


2. Term;
Termination.


 


(a) Term.
The terms of the Executive’s employment set forth herein shall be effective only upon the consummation of the Company’s proposed
business combination transaction with D8 Holdings Corp (the “Effective Date”) and thereafter shall continue until terminated
hereunder by either party (such term of employment shall be referred to herein as the “Term”).


 






     


     


    

 


(b) Termination
by Company. Notwithstanding anything else contained in this Agreement, from and after the Effective Date, the Company may terminate
Executive’s employment hereunder as follows:


 


(i) For
Cause. Company may terminate Executive’s employment for Cause (as defined below) by written notice by Company to Executive that
Executive’s employment is being terminated for Cause, which termination shall be effective on the date of such notice or such later
date as specified in writing by Company, provided that if Executive has cured the circumstances giving rise to Cause under subsection
(D) below (as such cure right may be specifically applicable pursuant to the terms and conditions set forth below) then such termination
shall not be effective.


 


(ii) Without
Cause. Company may terminate Executive’s employment without Cause, by written notice by Company to Executive that Executive’s
employment is being terminated without Cause, which termination shall be effective on the date of such notice or such later date as specified
in writing by Company.


 


(iii) Cause
Definition. For the purposes of this Agreement, “Cause” shall mean: (A) fraud, embezzlement, or illegal misconduct in
connection with Executive’s duties under this Agreement; (B) conviction of a felony involving fraud, dishonesty or breach of trust;
(C) willful misconduct or gross negligence in the performance of the duties delegated to Executive; (D) breach of this Agreement; or (E)
material breach of any non-competition, non-solicitation, non-disclosure, and intellectual property assignment agreement between Executive
and Company; provided that “Cause” shall not be deemed to have occurred pursuant to subsection (D) hereof unless Executive
has first received written notice specifying in reasonable detail the particulars of such ground and that Company intends to terminate
Executive’s employment hereunder for such ground, and if such ground is curable, Executive has failed to cure such ground within
a period of thirty (30) days from the date of his or her receipt of such notice.


 


(c) Termination
by Executive. Notwithstanding anything else contained in this Agreement, from and after the Effective Date, Executive may terminate
Executive’s employment hereunder as follows:


 


(i) For
Good Reason. Executive may terminate Executive’s employment for Good Reason (as defined below) by written notice by Executive
to Company that Executive is terminating Executive’s employment for Good Reason, which termination shall be effective thirty (30)
days after the date of such notice; provided that if Company has cured the circumstances giving rise to Good Reason then such termination
shall not be effective; or


 


(ii) Without
Good Reason. Executive may terminate Executive’s employment without Good Reason by written notice by Executive to Company that
Executive is terminating Executive’s employment, which termination shall be effective ninety (90) days after the date of such notice.


 


(iii) Good
Reason Definition. For the purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction in Executive’s
then-current Base Salary; (B) a material diminution in Executive’s authority, duties, or responsibilities; (C) a material change
in the geographic location at which the Executive provides services to the Company outside of a fifty (50) mile radius from the then-current
location without Executive’s consent; or (D) any action or inaction by Company that constitutes a material breach of this Agreement;
provided that “Good Reason” shall not be deemed to have occurred unless: (1) Executive provides Company with written
notice that Executive intends to terminate Executive’s employment hereunder for one of the grounds set forth above within thirty
(30) days of such ground first occurring, (2) if such ground is capable of being cured, Company has failed to cure such ground within
a period of thirty (30) days from the date of such written notice, and (3) Executive terminates Executive’s employment within sixty
five (65) days from the date that Good Reason first occurs. For purposes of clarification, the above-listed conditions shall apply separately
to each occurrence of Good Reason and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive
from asserting Good Reason for any subsequent occurrence of Good Reason.


 






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(d) Termination
Due to Disability. Notwithstanding anything else contained in this Agreement, Company may terminate Executive’s employment due
to Executive’s Disability (as defined below) by written notice to Executive that Executive’s employment is being terminated
as a result of Executive’s Disability, which termination shall be effective on the date of such notice or such later date as specified
in writing by Company. For the purposes of this Agreement, “Disability” shall mean Executive’s incapacity or inability
to perform Executive’s duties and responsibilities as contemplated herein for one hundred twenty (120) days or more within any one
(1) year period (cumulative or consecutive), because Executive’s physical or mental health has become so impaired as to make it
impossible or impractical for Executive to perform the duties and responsibilities contemplated hereunder. Determination of Executive’s
physical or mental health shall be determined by the Board (or its designee) after consultation with a medical expert appointed by mutual
agreement between Company and Executive who has examined Executive. Executive hereby consents to such examination and consultation regarding
Executive’s health and ability to perform as aforesaid.


 


3. Compensation.


 


(a) Base
Salary. While Executive is employed hereunder, Executive shall earn a base salary at a bi-weekly rate of Thirteen Thousand Four Hundred
Sixty One Dollars and Fifty Four ($13,461.54) (the “Base Salary”). The Base Salary shall be payable in substantially equal
periodic installments, on a bi-weekly basis, in accordance with Company’s payroll practices as in effect from time to time. Company
shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit
plan in which Executive participates.


 


(b) Annual
Bonus. Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) for all years in which
Executive is employed by Company hereunder. The Annual Bonus target shall be fifty percent (50%) of Executive’s Base Salary. The
amount of the Annual Bonus shall be based on factors such as Executive’s work performance, Company’s financial performance,
Company’s business forecasts, Company’s determination of Executive’s achievement of milestones for the applicable year,
and economic conditions generally. The actual amount of the Annual Bonus shall be determined by the Board in its sole discretion. The
Annual Bonus shall be paid to Executive in no event later than March 15th of the calendar year immediately following the calendar year
to which it pertains. Executive must be employed by Company at the time that the Annual Bonus is paid in order to be eligible for, and
to be deemed as having earned, such Annual Bonus. Company shall deduct from the Annual Bonus all amounts required to be deducted or withheld
under applicable law or under any employee benefit plan in which Executive participates.


 


(c) Equity.
Pursuant to the terms of Company’s 2021 Equity Incentive Plan (the “Plan”), and subject to the approval of the Board,
in May of each calendar year that Executive remains employed by the Company beginning in May 2022, Executive shall be eligible to receive
an Annual Equity Award. For May 2022, based on a review of peer group company compensation practices for executives of similar responsibility
and authority, the value of such Annual Equity Award shall be $1,470,000, awarded 50% in restricted stock units (“RSUs”) with
a value of $735,000 (the number of RSUs determined by reference to the current market price of a share of the Company’s Common Stock
on the day immediately preceding the date of grant) and 50%, or a fair value of $735,000, in stock options to purchase a number of shares
of the Company’s common stock (“Options”) calculated by dividing the fair value of the stock option award by the then
current Black Scholes value of the Company’s stock options, at a per share exercise price equal to the Fair Market Value (as defined in
the Plan) of Company common stock on the date of grant.  Promptly following the Effective Date, Executive shall be granted a Pro
Rata Annual Equity Award equal to a number of RSUs determined by multiplying 73,500 by a fraction, the numerator of which is the number
of months between the Effective Date and May 2022 and the denominator of which shall be 12, and a number of options determined by multiplying
147,000 by a fraction, the numerator of which is the number of months between the Effective Date and May 2022 and the denominator of which
shall be 12.  Any Options shall be, to the maximum extent permissible, treated as “incentive stock options” within the
meaning of Section 422 of the Internal Revenue Code and the rules and regulations thereunder (collectively the “Code”). 
Options shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and Company’s standard form of stock
option agreement, which agreement shall expire ten (10) years from the date of grant (except as otherwise provided in such agreement or
the Plan). As more fully explained in the Plan and/or such stock agreement, all such shares shall vest in equal installments on the last
day of each successive month thereafter for a period of forty eight (48) months, provided that Executive remains employed
by Company on the vesting date (except as otherwise provided in such agreement or the Plan).  RSUs shall be evidenced in writing
by, and subject to the terms and conditions of, the Plan and a restricted stock unit agreement and shall vest on the same schedule set
forth above for Options.    In addition to the initial equity grant described above, Executive may be eligible
to receive additional annual grants of RSUs and/or Options as the Board of Directors of
the Company shall deem appropriate.


 






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(d) Fringe
Benefits. Executive shall be entitled to participate in all benefit/welfare plans and fringe benefits provided to employees at the
same level as Executive. Executive understands that, except when prohibited by applicable law, Company’s benefit plans and fringe
benefits may be amended by Company from time to time in its sole discretion.


 


(e) Vacation.
Executive’s eligibility for vacation time shall be governed by the Company’s Paid Time Office Policy as in effect from time
to time.


 


(f) Reimbursement
of Expenses. Company shall reimburse Executive for all ordinary and reasonable out-of-pocket business expenses incurred by Executive
in furtherance of Company’s business in accordance with Company’s policies with respect thereto as in effect from time to
time. Executive must submit any request for reimbursement no later than ninety (90) days following the date that such business expense
is incurred. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section
409A (“Section 409A”) of the Code and the rules and regulations thereunder, including, where applicable, the requirement that
(i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this
Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement
in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year
following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation
or exchange for another benefit.


 


(g) Indemnification.
Executive shall be eligible for coverage under Company Directors’ and Officers’ (“D&O”) insurance policies
to the same extent and in the same manner to which Company’s similarly situated executives are entitled to coverage under Company
D&O insurance policies, subject to the terms and conditions of any such Company D&O insurance policies.


 






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(h) Forfeiture/Clawback.
All compensation described herein shall be subject to any forfeiture or clawback policy established by Company generally for executives
from time to time and any other such policy required by applicable law.


 


4. Termination
Payments; Severance Benefit.


 


(a) Payment
of Accrued Obligations. Regardless of the reason for any employment termination hereunder, Company shall pay to Executive: (i) the
portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment and has not yet been
paid; (ii) the portion of Executive’s vacation days that have accrued prior to any termination of Executive’s employment and
has not yet been used; and (iii) the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination
and has not yet been reimbursed (together, the “Accrued Obligations”) promptly following the effective date of termination,
and otherwise within any timeframe required by law. Executive’s entitlement to other compensation or benefits under any Company
plan or policy shall be governed by and determined in accordance with the terms of such plan or policy, except as otherwise specified
in this Agreement. In the event of Company’s termination of Executive’s employment for Cause or Executive’s termination
of Executive’s employment without Good Reason, Executive shall be eligible for the Accrued Obligations and shall not be eligible
for any severance or severance-type payments, other than as expressly set forth herein.


 


(b) Severance
in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in
the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason,
then, in addition to the Accrued Obligations:


 


(i) Company
shall pay Executive an amount equal to seventy five percent (75%) of the Executive’s monthly Base Salary for a twelve (12) month
period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and
required taxes and employment-related deductions.


 


(ii) Company
shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs
based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum
in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related
deductions.


 


(iii) In
the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder
and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan,
Company shall pay its normal share of the costs for such coverage for a period of up to nine (9) months from termination, to the same
extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments
due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding
any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance
benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for
such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express
representation to Company that Executive has no such eligibility.


 






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(iv) The
acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s
existing equity award agreements or the terms of the Executive’s offer letter.


 


Subsections (i), (ii), (iii)
and (iv) are referred to as the “Standard Severance.” The Standard Severance is expressly subject to the conditions described
in Section 4(d) below, and any payment or benefit made as part of such Standard Severance shall be paid less all customary and required
taxes and employment-related deductions.


 


(c) Change
in Control Severance. Subject to the terms and conditions of Section 4(d), in the event that a Change in Control (as defined below)
occurs and, within a period of three (3) months prior to or twelve (12) months following the Change in Control, Executive’s employment
hereunder is terminated by Company without Cause or by Executive for Good Reason, then, in addition to the Accrued Obligations:


 


(i) Company
shall pay Executive an amount equal to the Executive’s monthly Base Salary for a twelve (12) month period, with such payments to
be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related
deductions.


 


(ii) Company
shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs
based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum
in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related
deductions.


 


(iii) In
the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder
and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan,
Company shall pay its normal share of the costs for such coverage for a period of up to twelve (12) months from termination, to the same
extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments
due under Section 4(c)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding
any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance
benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for
such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express
representation to Company that Executive has no such eligibility.


 






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(iv) Executive
shall become fully vested in all outstanding time-based equity awards granted to Executive by Company.


 


Subsections (i), (ii), (iii)
and (iv) are referred to as the “Change in Control Severance.” The Change in Control Severance is expressly subject to the
conditions described in Section 4(d) below, and any payment or benefit made as part of such Change in Control Severance shall be paid
less all customary and required taxes and employment-related deductions.


 


For the purposes of this Agreement,
a “Change in Control” is defined as any of the following events: (i) any person (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934 (the “Exchange Act”)) other than Company, any employee benefit plan of Company, or any
entity organized, appointed or established by Company for or pursuant to the terms of any such plan, together with all “affiliates”
and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) becomes the beneficial owner or owners (as
defined in Rule 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the outstanding
equity securities of Company, or otherwise becomes entitled, directly or indirectly, to vote more than 50% of the voting power entitled
to be cast at elections for directors (“Voting Power”) of Company; (ii) a consolidation or merger (in one transaction or a
series of related transactions) of Company pursuant to which the holders of Company’s equity securities immediately prior to such
transaction or series of related transactions would not be the holders, directly or indirectly, immediately after such transaction or
series of related transactions of more than 50% of the Voting Power of the entity surviving such transaction or series of related transactions;
(iii) the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all
of the assets of Company; or (iv) the liquidation or dissolution of Company or Company ceasing to do business.


 


(d) Conditions.
Company shall not be obligated to provide Executive any payment, benefit and/or vesting described in Section 4(b) or Section 4(c), other
than the Accrued Obligations, unless and until Executive has executed without revocation a separation agreement in a form acceptable to
Company, which must be signed by Executive, returned to Company and be enforceable and irrevocable no later than sixty (60) days following
Executive’s separation from service (the “Review Period”), and which shall include, at a minimum, the provision of separation
pay and benefits due from Company to Executive as applicable, a complete general release of claims against Company and its affiliated
entities and each of their officers, directors and employees, and terms relating to non-disparagement, non-competition, confidentiality,
cooperation and the like similar in scope, duration and substance to those terms set forth in Company’s Non-Competition, Non-Solicitation,
Non-Disclosure, and Intellectual Property Agreement described in Section 5 below. If Executive executes and does not revoke such agreement
within the Review Period, then provision of payments, benefits and/or vesting shall commence on the first (1st) day following the Review
Period, provided that if the last day of the Review Period occurs in the calendar year following the year of termination, then
the payment shall not commence until January 2 of such subsequent calendar year, and further provided that, as applied to subsections
(i), (ii) and (iii) of Sections 4(b) and 4(d) as applicable, the first payments/benefits shall include in a lump sum all amounts that
were otherwise payable to Executive from the date of Executive’s separation from service occurred through such first payment. As
stated in Company’s Non-Competition, Non-Solicitation, Non-Disclosure, and Intellectual Property Agreement, in the event Executive
is eligible for garden leave or analogous payments in support of non-competition obligations, then Company reserves the right to offset
the Standard Severance or Change in Control Severance with such garden leave or analogous payments to the extent permitted by applicable
law.


 






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(e) COBRA.
If the payment of any COBRA or health insurance premiums by Company on behalf of Executive as described herein would otherwise violate
any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable
Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section
105(h) of the Code, the COBRA premiums paid by Company shall be treated as taxable payments (subject to customary and required taxes and
employment-related deductions) and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory
treatment or taxation under the Act or Section 105(h) of the Code. If Company determines in its sole discretion that it cannot provide
the COBRA benefits described herein under Company’s health insurance plan without potentially violating applicable law (including,
without limitation, Section 2716 of the Public Health Service Act), Company shall in lieu thereof provide to Executive a taxable lump-sum
payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Executive would be required to pay to maintain
Executive’s group health insurance coverage in effect on the separation date for the remaining portion of the period for which Executive
shall receive the payments described in Sections 4(b) or 4(c) above.


 


(f) No
Other Payments or Benefits Owing; No Duplication of Severance. The payments and benefits set forth in this Section 4 shall be the
sole amounts owing to Executive upon termination of Executive’s employment for the reasons set forth above and Executive shall not
be eligible for any other payments or other forms of compensation or benefits. The payments and benefits set forth in this Section shall
be the sole remedy, if any, available to Executive in the event that Executive brings any claim against Company relating to the termination
of Executive’s employment under this Agreement. In the event that Executive is eligible for Change in Control Severance under this
Section 4, Executive shall not be eligible for and shall not receive the Standard Severance under this Section 4.


 


5. Non-Competition,
Non-Solicitation, Non-Disclosure Agreement. In light of the competitive and proprietary aspects of the business of Company, and as
a condition of Executive’s employment hereunder, Executive agrees to sign and abide by Company’s Non-Competition, Non-Solicitation,
Non-Disclosure, and Intellectual Property Agreement.


 


6. Code
Sections 409A and 280G.


 


(a) In
the event that the payments or benefits set forth in Section 4 constitute “non-qualified deferred compensation” subject to
Section 409A, then the following conditions apply to such payments or benefits:


 


(i) Any
termination of Executive’s employment triggering payment of benefits under Section 4 must constitute a “separation from service”
under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the
extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i)
of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive
to Company at the time Executive’s employment terminates), any such payments under Section 4 that constitute deferred compensation
under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i)
of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(a) shall not cause any forfeiture of benefits
on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs.


 






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(ii) Notwithstanding
any other provision with respect to the timing of payments under Section 4 if, at the time of Executive’s termination, Executive
is deemed to be a “specified employee” of Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited
only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under
Section 4 which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1st) business
day of the seventh (7th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate
amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4.


 


(b) It
is intended that each installment of the payments and benefits provided under Section 4 shall be treated as a separate “payment”
for purposes of Section 409A. Neither Company nor Executive shall have the right to accelerate or defer the delivery of any such payments
or benefits except to the extent specifically permitted or required by Section 409A.


 


(c) Notwithstanding
any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that
avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties
under Section 409A. The parties intend this Agreement to be in compliance with Section 409A. Executive acknowledges and agrees that Company
does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including
but not limited to consequences related to Section 409A.


 


(d) If
any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives
pursuant to a Change of Control (for purposes of this section, a “Payment”) would: (i) constitute a “parachute payment”
within the meaning of Section 280G the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then such Payment shall be either: (A) the full amount of such Payment; or (B) such lesser amount
(with cash payments being reduced before equity compensation) as would result in no portion of the Payment being subject to the Excise
Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employments taxes, income taxes,
and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding
that all or some portion of the Payment may be subject to the Excise Tax.


 


7. General.


 


(a) Notices.
Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be
delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier
upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv)
by certified or registered mail, return receipt requested, upon verification of receipt.


 


Notices to Executive
shall be sent to the last known address in Company’s records or such other address as Executive may specify in writing. 


 


Notices to Company
shall be sent to:


 


Vicarious Surgical Inc.


78 4th Avenue


Waltham, MA 02451


Attention: Chair, Board of Directors


 






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with a copy to:


 


Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.


One Financial Center


Boston, MA, 02111


Attn: Edwin C. Pease, Esq.


 


(b) Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties
hereto.


 


(c) Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.


 


(d) Assignment.
Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of Company’s
business or that aspect of Company’s business in which Executive is principally involved. Executive may not assign Executive’s
rights and obligations under this Agreement without the prior written consent of Company.


 


(e) Governing
Law; Jury Waiver. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the law of Massachusetts without giving effect to the conflict of law principles thereof. Any legal action or proceeding with
respect to this Agreement shall be brought in the courts of the Commonwealth of Massachusetts or the United States of America for the
District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of
its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. ANY ACTION, DEMAND, CLAIM OR COUNTERCLAIM
ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE ALONE AND EACH OF COMPANY AND EXECUTIVE WAIVES ANY RIGHT TO A
JURY TRIAL THEREOF.


 


(f) Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


(g) Entire
Agreement. This Agreement, together with the other agreements specifically referenced herein, embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth
in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


(h) Counterparts.
This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes a signature by fax shall
be treated as an original.


 


[Signature Page to Follow]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 


	EXECUTIVE	 	VICARIOUS SURGICAL INC.
	 	 	 
	/s/William Kelly	 	By:	 /s/Adam Sachs
	William Kelly	 	Name:  	Adam Sachs
	 	 	Title:	Chief Executive Officer



 


 


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