Exhibit 10.9


 


SenesTech, Inc.


3140 N. Caden Ct., Ste 1


Flagstaff, AZ 86004


 


November 20, 2015


 


Thomas Chesterman 

12536
Alpine Dr.


Anchorage, AK 99516


 


Dear Tom:


 


SenesTech,
Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer, on
the following terms.


 


You
will report to Company’s Chief Executive Officer (“CEO”).
You will work with the Board of Directors, and specifically the Audit Committee, in required and traditional capacities.


 


You will work at our facility located
in Flagstaff, Arizona. Of course, the Company may change your position, duties, and work location from time to time in its discretion.


 


Your salary will be $250,000 per
year initially, less payroll deductions and withholdings, paid on the Company’s normal payroll schedule. Your salary may
be paid up to 50% in stock options until the Company is in a financial position to pay it entirely in cash, to be determined by
the CEO.


 


In addition, you will be eligible
for a performance bonus, amounts to be determined at least annually by mutual agreement on the achievement of personal and company
goals. Such bonus amount will be targeted at no less than $200,000 per annum.


 


During your employment, you will
be eligible to participate in the standard benefits plans offered to similarly situated employees by the Company from time to time,
subject to plan terms and generally applicable Company policies. A full description of these benefits is available upon request.
The Company may change compensation and benefits from time to time in its discretion. In
addition to the standard benefits, you will be entitled to 20
days (four weeks) of vacation leave and 10 days (two weeks) of sick leave.
To the extent possible, time off should be scheduled in consultation with your superior in order to minimize the disruption to
the Company’s business. Also, as is the practice for all C-level executives, the Company will provide $1 million in term
life insurance, subject to underwriters’ approval.


 




     


     


    

  


The
Company will grant you an initial option to purchase 600,000 (six hundred thousand) shares of the Company’s common stock
at $0.10 per share, based upon the Company’s current 409A valuation (the “Initial Option”).
The Initial Option will be governed by the terms and conditions of the Company’s 2015 Stock Option Plan (the “Plan”) and your grant agreement, and will include a four year vesting schedule, under which l/48th of the total shares
will vest at the end of each month following the vesting commencement date of December 1, 2015, until either the Initial Option
is fully vested or your continuous service (as defined in the Plan) terminates, whichever occurs first; provided that vesting
shall accelerate in full upon a change of control of the Company. For purposes of the Initial Option (and any restricted stock
purchase agreement if the Initial Option is exercised early), “change of control of the Company” shall
mean: (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which
the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding
any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the
voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities
remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result
of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction or
series of transactions; (b) a sale, lease or other conveyance of all or substantially all of the assets of the Company; or (c)
any liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily. For purposes of this agreement
and your Initial Option (and any restricted stock purchase agreement if the Initial Option is exercised early), “cause”
for termination will mean: (a) commission of any felony or crime involving dishonesty; (b) participation in any fraud
against the Company; (c) material breach of your duties to the Company; (d) persistent unsatisfactory performance of job duties
after written notice from the Board and a reasonable opportunity to cure (if deemed curable); (e) intentional damage to any property
of the Company; (f) misconduct, or other violation of Company policy that causes harm; (g) breach of any written agreement with
the Company; and (h) conduct by you which in the good faith and reasonable determination of the Board demonstrates gross unfitness
to serve.


 


The Initial Option may be early
exercised by you by entering into a restricted stock purchase agreement in a form acceptable to the Company that includes a lapsing
repurchase right for the Company to purchase the unvested shares at the original purchase price in the event your continuous service
(as defined in the Plan) terminates, subject, in the case of the Initial Option, to the same acceleration terms in the event of
a change of control of the Company or in connection with a termination of service by the Company without cause in connection with
an initial public offering by the Company.


 


As a Company employee, you will be expected to abide
by Company rules and policies as adopted from time to time. The Company will reimburse you for reasonable expenses incurred in
the performance of your duties for the Company in accordance with the Company’s rules and policies. In addition, the Company
will reimburse submitted receipts for the cost of relocation of household goods to Flagstaff subsequent to but within 12 months
of an IPO.


 


As a condition of employment, you
must sign and comply with the attached Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized
use or disclosure of the Company’s proprietary information, among other obligations.


 


In your work for the Company, you
will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other
person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally
known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise
legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto
Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation
of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict
your activities on behalf of the Company.


 




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Normal business hours are from
9:00 a.m. to 5:00 p.m., Monday through Friday.


 


You may terminate your employment
with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate
your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a
written agreement signed by you and by an officer of the Company.


 


This offer is contingent upon a
reference check and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete
any documentation at the Company’s request to meet these conditions.


 


To
ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you
and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory
claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment
with the Company, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final,
binding and confidential arbitration in Coconino County, Arizona conducted by JAMS or its successor, under JAMS’ then applicable
rules and procedures for employment disputes. You acknowledge that by agreeing to this arbitration procedure, both you and
the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. You
will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority
to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law;
and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded
as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award
is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court
of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay
if the dispute were decided in a court of law. Nothing in this letter agreement is intended to prevent either you or the Company
from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.


 


This
letter, together with your Employee Confidential Information and Inventions Assignment Agreement, forms the complete and exclusive
statement of your employment agreement with the Company. It
supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment
terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification
signed by an officer of the Company.


 


Please sign and date this letter,
and the enclosed Employee Confidential Information and Inventions Assignment Agreement and return them to me if you wish to accept
employment at the Company under the terms described above. If you accept our offer, we would like you to start on December 1, 2015.


 




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We look forward to your favorable
reply and to a productive and enjoyable work relationship.


 


Sincerely,


 


	/s/ Thomas F. Ziemba	 	 
	Thomas F. Ziemba, CEO	 	 
	 	 	 
	Acknowledged and Accepted:	 	 
	 	 	 
	/s/ Thomas Chesterman	 	11/20/15
	Thomas Chesterman	 	Date


 


Attachment: Employee Confidential Information and Inventions
Assignment Agreement


 




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