Exhibit 10.16


 


Steve Geffon 

November 13, 2019


 


 


12121 Bluff Creek Drive,

 Suite 100 Los Angeles,
CA 90094 

Phone: 984377.3737

 Fax: 888.534.6531


 


November 13, 2019


 


Steve Geffon


 


Re:              Offer of Employment


 


Dear Steve:


 


On behalf of Science 37, Inc.
("Science 37"), I am pleased to offer you employment in the position of Chief Commercial Officer (CCO), reporting to Science
37's Chief Executive Officer. This letter sets out the terms of your employment relationship with Science 37, which will start on December 9,
2019, or such earlier date as may be mutually agreed upon, should you accept this offer.


 


If you decide to join us,
your initial salary will be $27,083.33 per month, which annualizes to $325,000 per year, less applicable tax and other withholdings, paid
in accordance with Science 37's normal payroll practices. In addition, starting with the 2020 calendar year, you will be eligible to receive
an annual discretionary bonus of up to 70% of your annualized base salary. This bonus, if any, will be based on mutually agreed corporate
and individual performance objectives set forth in writing which will be subject to the discretion of and approval by the Science 37 Board
of Directors (the "Board of Directors"). For the 2020 calendar year, the parties will endeavor to establish the corporate and
individual performance objectives for such bonus within the first ninety (90) days following your employment start dart. Future adjustments
in compensation, if any, will be made by the Board in its sole and absolute discretion. This position is an exempt position, which means
you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 8 hours in a workday
or 40 hours in a workweek.


 


In addition, you will be eligible
to participate in Science 37's fringe benefit plans, including health insurance premium contributions, vacation program, and 401(k) retirement
savings plan in accordance with the benefit plan requirements. Science 37 may change or eliminate its benefit plans from time to time
in accordance with applicable laws.


 


In exchange for your accepting
employment with Science 37, your employment with Science 37 starting December 9, 2019 and your remaining continuously employed with
Science 37 for a period of twelve (12) months from your employment start date, you will receive a one-time retention bonus in the amount
of $150,000 (less applicable taxes and withholdings) (the "Retention Bonus") paid to you in advance as follows: $50,000 within
two weeks following your start date of December 9, 2019; $25,000 paid 2 weeks following end of Q1 2020, $25,000 paid 2 weeks following
end of Q2 2020; $25,000 paid 2 weeks following end of Q3 2020; and $25,000 paid 2 weeks following end of Q4 2020. You will earn the Retention
Bonus if you are an active employee in good standing with Science 37 on the twelve month anniversary of your employment start date (such
date, the "Earn Date"). You acknowledge and agree that Science 37 is agreeing to pay the Retention Bonus in advance of it being
earned by you, subject to your obligation to repay a pro-rata amount of the Retention Bonus if your employment with Science 37 ends prior
to the Earn Date as described below. Should you decide to voluntarily terminate your employment with Science 37 or if your employment
is terminated for Cause (as defined in the Severance Policy described below) by Science 37, in either case during the twelve (12) months
following your employment start date, you will be responsible for paying back a prorated portion of such bonus to Science 37 based on
the number of full months you were continuously employed in good standing with Science 37 from your employment start date through the
Earn Date (the "Pro-Rata Amount"). Such payment will be due to Science 37 within ten (10) days of your last day of employment,
provided, however, you further agree that Science 37 may deduct, in accordance with applicable law, said amount from your final paycheck,
any vacation payout, expense reimbursement, bonus payments, and any other amounts owed to you by Science 37. Should you start after December 9,
2019, then the Retention Bonus is null and void and shall not be payable to you.


 






    


    


    

 


Steve Geffon


November 13, 2019


 


Subject to the approval of
the Board of Directors or its Compensation Committee, you will be granted an option to purchase a number of shares of Science 37's Common
Stock equal to 1% of Science 37's fully-diluted capitalization as of your employment start date (the "Option"). The exercise
price per share of the Option will be equal to the then-current fair market value of one share of the Common Stock of Science 37, as determined
by the Board of Directors or the Compensation Committee when the Option is granted, as is required by law. The Option will be subject
to the terms and conditions applicable to options granted under the Science 37, Inc. 2015 Stock Plan (as amended from time to time,
the "Plan"), as described in the Plan and the applicable Stock Option Agreement. You will vest in 25% of the Option shares after
12 months of continuous employment with Science 37 (the "Initial Vesting Date"), and the balance will vest in equal monthly
installments over the 36 month period of continuous service from and after the Initial Vesting Date, as described in the applicable Stock
Option Agreement. Notwithstanding the foregoing, if you have an Involuntary Termination (as defined in the Science 37 Severance Policy
as in effect from time to time (the "Severance Policy")) at any time during the period beginning on the date which is 30 days
prior to the closing of a transaction constituting a Liquidation Event (as described in subsection (e)(i) of Section B.2 of
Article IV of the Science 37 Amended and Restated Certificate of Incorporation, as amended from time to time), and ending on the
date which is the twelve (12) month anniversary of the closing of such Liquidation Event, then, subject to and contingent upon the consummation
of such Liquidation Event and your satisfaction of any requirements set forth in the section titled "Conditions to Severance Benefits"
in the Severance Policy, the Option shall become fully vested and exercisable as of the effective date of the Involuntary Termination.


 


By accepting this offer, you
represent that you are not a party to any other agreement which will interfere with your ability to fully and satisfactorily provide the
services for which you are being employed by Science 37. During your employment with Science 37, you will not breach any agreement between
you and any third party to keep in confidence proprietary information, knowledge or data belonging to that third party that was acquired
by you prior to your employment with Science 37. In addition, you agree that you will not disclose to Science 37, or induce Science 37
to use, any confidential or proprietary information or material belonging to any previous employer or others. You agree not to enter into
any agreement, whether written or oral, in conflict with your promises in this provision. Further, by accepting this offer, you will adhere
to the restrictive covenants as outlined in Science 37's Proprietary Information and Inventions Agreement to which you will become a party
as a condition of your employment.


 


This offer is contingent upon
you: (1) signing Science 37's standard form of Employee Proprietary Information and Inventions Agreement; (2) affirming that
you have not been excluded, suspended, or debarred from participation in any Federal Health Care Program or in Federal contracts; (3) timely
providing Science 37 with appropriate documents establishing your identity and right to work in the United States; and (4) signing
Science 37's standard form of Mutual Agreement to Mediate/Arbitrate.


 









    


    


    

 


Steve Geffon


November 13, 2019


 


Steve, we look forward to
working with you at Science 37. This offer will remain open until November 15, 2019. Please sign and date this letter on the spaces
provided below to acknowledge your acceptance of Science 37's offer on the terms set forth in this letter.


 


	 	Sincerely,
	 	 
	 	Science 37, Inc.
	 	 	 
	 	 	/s/ Robert Faulkner
	 	Name:	Robert Faulkner
	 	Title:	Chairman of the Board of Directors



 


I agree to and accept employment
with Science 37 on the terms and conditions set forth in this agreement. I affirm that I have not been excluded, suspended, or debarred
from participation in any Federal Health Care Program or in Federal contracts. I understand and agree that my employment with Science
37 is at-will.


 


	Date: 	11/15/2019	 	/s/ Steve Geffon
	 	 	 	Steve Geffon