Exhibit
10.24


 


August
14, 2020





 


Mr.
Jack A. Khattar

105 Alderwood Drive

Gaithersburg, MD 20878

khattar.jack@gmail.com


 





Dear
Jack:


 


Following
our recent discussions, I am pleased to invite you to join the Board of Directors of Cognition Therapeutics, Inc. (the "Company")
as an outside director, subject to election by the Company’s stockholders, on the following basis:


 


	1.	Position.
                                            Upon your acceptance of this letter, your nomination and election as a director will
                                            be submitted to the stockholders of the Company for approval.



 


	2.	Duties;
                                            Time Commitment. As an outside director, you will be expected to attend the meetings
                                            of the Board of Directors and the Committees of the Board on which you serve. It is contemplated
                                            that the Board will meet in person three times a year and by telephone three times a year
                                            and may hold special meetings from time to time, either in person or by telephone. It is
                                            also contemplated that you will be appointed certain Committees of the Board, to be discussed
                                            at an upcoming Board meeting. It is anticipated that each Committee of the Board will meet
                                            four times a year and as otherwise needed. Board meetings are scheduled upon prior consultation
                                            with directors and are typically held in New York, NY. The next Board meeting is currently
                                            scheduled for September 16, 2020.



 


	3.	Compensation.
	 	 



		a.	Annual
                                            Retainer.  For so long as you continue to serve as a director of the Company, and subject
                                            to approval by the Board, you shall be entitled to receive an annual retainer of $50,000,
                                            payable on a quarterly basis. Such retainer shall be pro-rated for any partial year.



 



     


     


    




	 	 	 



		b.	Equity
                                            Award(s). For serving as an outside director, subject to the approval of the Board, following
                                            your election to the Board by the Company's stockholders Company will grant to you a one-time
                                            nonqualified stock option exercisable for the purchase of 135,000 shares of Common Stock,
                                            which will vest in four equal installments of 33,750 shares on the first, second, third and
                                            fourth anniversaries of the date of your election to the Board, provided that you continue
                                            to serve as a director of the Company on the applicable vesting date. If a change of control
                                            of the Company occurs prior to the termination of this stock option and before the stock
                                            option is vested in full, this stock option will vest in full upon the closing of the change
                                            of control. The Board has also approved in principle the grant of an additional nonqualified
                                            stock option exercisable for the purchase of 25,000 shares of Common Stock on each anniversary
                                            date of the date of your election to the Board, which would vest in four equal annual increments
                                            provided that you continue to serve as a director of the Company on the applicable vesting
                                            date. Each stock option will be granted under an equity incentive plan established by the
                                            Company, and subject to your execution of a nonqualified stock option agreement, at an exercise
                                            price determined in accordance with the equity incentive plan and applicable law; and containing
                                            such other terms and conditions as are determined by the Board. The initial stock option
                                            is expected to have an exercise price of $.37 per share based on a recent valuation of the
                                            Company's Common Stock.



 





	4.	Expenses.
                                            The Company will pay or reimburse the reasonable, authorized expenses incurred by you
                                            in the discharge of your duties as a director, in accordance with the general practices and
                                            policies of the Company and upon the submission of appropriate documentation.



 


	5.	Fiduciary
                                            Obligations; Governance. The Company is governed by Delaware law. The structure, practices
                                            and authority of the Board, including matters relating to the size and composition of the
                                            Board, the election and removal of directors, requirements relating to Board action and the
                                            appointment of executive officers, are governed by the Company's Certificate of Incorporation
                                            and By-laws, as each may be amended from time to time.



 


	6.	Term;
                                            Termination. This letter and your acceptance do not create a contract or promise for
                                            you to serve as a director of the Company for a definite period of time. Therefore, you are
                                            free to resign for any reason or for no reason. Similarly, the Company is free to conclude
                                            its relationship with you at any time in accordance with applicable law and corporate governance
                                            principles.



 


	7.	Indemnification.
                                            The Company maintains directors and officers liability insurance. The Company will also
                                            indemnify you under its Certificate of Incorporation and By-Laws and under a separate Indemnification
                                            Agreement between you and the Company.



 


	8.	Proprietary
                                            Information. You agree that all information, whether or not in writing, of a private,
                                            secret or confidential nature concerning the Company's business, business relationships or
                                            financial affairs (collectively, "Proprietary Information") is and
                                            shall be the exclusive property of the Company. In consideration for the Company sharing
                                            with you the Company's Proprietary Information, you agree (a) that you will not disclose
                                            any Proprietary Information to any person or entity other than employees or advisors of the
                                            Company or use the same for any purposes (other than in the performance of your duties as
                                            a member of the Board) without written approval by an officer of the Company, either during
                                            or after you serve as a member of the Board, unless and until such Proprietary Information
                                            has become public knowledge without your fault, and (b) that any materials containing Proprietary
                                            Information which shall come into your custody or possession shall be and are the exclusive
                                            property of the Company to be used only in the performance of your duties for the Company.
                                            All such materials or copies thereof and all tangible property of the Company in your custody
                                            or possession shall be delivered to the Company or destroyed, at the Company's election,
                                            upon the earlier of (i) the Company's request, or (ii) termination of your service on the
                                            Board. After such delivery or destruction, you shall not retain any such materials or copies
                                            thereof or any such tangible property. You agree that your obligations not to disclose or
                                            to use Proprietary Information and materials containing Proprietary Information and to return
                                            materials and tangible property also extends to such types of information, materials and
                                            tangible property of customers of the Company or suppliers to the Company or other third
                                            parties who may have disclosed or entrusted the same to you or the Company.



 






     


     


    

 


	9.	Independent
                                            Contractor. You will render services to the Company as an independent contractor. As
                                            such, you will not be entitled to any benefits paid by the Company to its employees. You
                                            will be solely responsible for any tax consequences applicable to you by reason of this appointment
                                            and your services to the Company, and the Company will not be responsible for the payment
                                            of any federal, state or local taxes or contributions imposed under any employment insurance,
                                            social security, income tax or other tax law or regulation with respect to your performance
                                            of services to the Company.



 


	10.	Obligations
                                            to Third Parties. You represent that your service as a member of the Board does not and
                                            will not breach any agreement you have with any current or former employer or any other person
                                            (including without limitation any nondisclosure or non-competition agreement), and that you
                                            will not disclose to the Company or induce the Company to use any confidential or proprietary
                                            information or material belonging to any current or previous employer or other.



 


	11.	Governing
                                            Law. The terms of this letter shall be governed by and construed in accordance with the
                                            laws of the State of Delaware, without giving effect to any choice of law or conflict of
                                            law provision or rule that would cause the application of the laws of any jurisdiction other
                                            than the State of Delaware.



 


	12.	Successors
                                            and Assigns. This relationship is personal to you. You may not assign any of your rights
                                            and/or obligations under this letter to any other person except as expressly permitted by
                                            the Company. The provisions of this letter shall inure to the successors and assigns of the
                                            Company.



 


	13.	Entire
                                            Agreement; Amendment. This letter and the Indemnification Agreement supersede all previous
                                            and contemporaneous communications, agreements and understandings, whether oral or written,
                                            between you, on the one hand, and the Company or any of its affiliates, on the other hand,
                                            and constitute the entire agreement between you and the Company pertaining to the subject
                                            matter hereof. The provisions of this letter may be amended only in writing and only if the
                                            writing is signed by you and authorized officer of the Company.



 






     


     


    

 


	14.	Counterparts.
                                            This letter may be executed in two counterparts, both of which shall be considered one
                                            and the same agreement, and shall become a binding agreement when signed by each party and
                                            delivered to the other party. An executed counterpart of this letter may be delivered by
                                            electronic or facsimile transmission.



 





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If
the foregoing is acceptable to you, please sign, date and return a copy of this letter to the Company. The invitation set forth in this
letter will expire if not accepted by August 28, 2020.


 





	 	Sincerely,
	 	 
	 	COGNITION THERAPEUTICS, INC.
	 	 	 
	 	By: 	/s/ Robert Gailus
	 	 	Robert Gailus
	 	 	Chairman of the Board  





 


	AGREED AND ACCEPTED BY:	 	 
	 	 	 
	/s/ Jack A.
    Khattar	 	August 21, 2020
	Jack A. Khattar