Exhibit 10.15


 


Termination of Employment Agreement and
Release


 


Made and executed on this 22 day of
March 2020


 


This Termination of Employment and Release
Agreement (this "Agreement") is entered by and between Foamix Pharmaceuticals Ltd. (the "Company")
on the first part and Ilan Hadar I.D. No. 024298218 (the "Employee") on the second part;


 


		Whereas	Employee has been employed by the Company as of February 20, 2014 pursuant to the terms of the
employment agreement entered into between the Employee and the Company, dated September 13, 2017 as was amended on May 6, 2019
(herein collectively, the "Employment Agreement");



 


		Whereas	On March 22, 2020 (the "Resignation Date"), the Employee resigned from his position
as Chief Financial Officer of Menlo Therapeutics Inc., the ultimate parent of the Company ("Parent");



 


		Whereas	Following thorough discussions, the Company and the Employee have mutually agreed on the termination
of the Employee's employment with the Company as of August 31, 2021 (the "Termination Date"), on the terms and
conditions pursuant to which the employment relations and the Employment Agreement will be terminated, which terms and conditions
are set forth in this Agreement.



 


Now therefore the parties hereby
confirm as follows:


 


		1.	Effective as of the Resignation Date, the Employee no longer serves as the Chief Financial Officer
of Parent or in any other position he held as an officer, director or otherwise with respect to the Company, its subsidiaries and
its affiliates prior to the Resignation Date; provided that, the Employee shall continue to serve as the Israeli country manager
and shall provide the services described in Section 2 below until August 31, 2020 (the "Transition Date").



 


		2.	On the Resignation Date a notice period shall commence and continue until the Transition Date (the
 "Initial Notice Period"). During the Initial Notice Period the Employee shall remain an employee of the Company
for all intents and purposes and will (i) cooperate fully, as shall be required by the Company, for the smooth transfer, in an
orderly and efficient manner and with the requisite skill and good faith customarily provided by a person of his position and duties,
and as shall be decided by the Board of Directors of Parent, (ii) assist in preparing pro forma information for the Company and
its subsidiaries and filing the Company’s Form 10-Q in respect of the Company’s first and second quarter of the 2020
fiscal year, (iii) provide support in the transition of the Company’s finance team and functions from Israel to the U.S.
and (iv) perform such other services as may be requested by the Company from time to time. During the Initial Notice Period, the
Employee shall continue to receive the base pay and benefits as in effect with respect to the Employee as of the date of this Agreement
in accordance with the Company's normal payroll practices. During the Initial Notice Period, the Employee shall continue to receive
the base pay and benefits as in effect with respect to the Employee as of the date of this Agreement in accordance with the Company's
normal payroll practices.  Employee will not be entitled to any additional adjustment period. During the notice extension
period commencing on the Transition Date and ending on the Termination Date (the "Extended Notice Period"), Employee
will only be required to make himself available to answer questions related to matters that were within his authority from the
Company and shall not otherwise have any operating responsibilities or formal role with the Company and its affiliates or provide
services on behalf of the Company and its affiliates.



 






     


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		3.	During the Extended Notice Period, Employee will receive from the Company payment in the total
gross amount of USD $396,550 (paid in equal installments of USD $33,045 each month) (the "Base Pay Continuation"),
plus all benefits including social benefits, national insurance payments, health insurance and other payments as in effect with
respect to the Employee as of the date of this Agreement (and paid inappropriate monthly installments) (the "Benefits Contribution
Continuation").



 


		4.	Within 30 days following the Transition Date, the Employee shall be entitled to receive a lump
sum cash pro-rated bonus payment (based on the number of months the Employee was employed with the Company during the period commencing
on January 1, 2020 and ending on the Transition Date) in the total gross amount of USD $132,183 (the "Prorated Bonus").



 


		5.	Within 30 days following the Termination Date, the Employee shall be entitled to receive a lump
sum cash payment in the total gross amount of USD $198,275 (representing the Employee's target annual bonus for the 2020 fiscal
year, which was equal to 50% of the Employee's salary) (the "Target Bonus").



 


		6.	Within 30 days following the Termination Date, the Company shall provide the Employee with letters
of release with respect to the amounts (severance pay and pension) accrued under his managers' insurance policy and/or his pension
fund. Due to the application of an arrangement under Section 14 of the Severance Pay Law, 5723-1963 (the "Severance Pay
Law") to the period of the Employee's employment extending from July 1, 2017 through the Termination Date, the Employee
shall not be entitled to any other or additional payments with respect to severance pay in respect of such period, pursuant to
the Severance Pay Law or otherwise, other than the release of funds described in this Section 6, and the Employee shall be entitled,
pursuant to the Severance Pay Law, to completion of severance payment in respect of the period extending from February 20, 2014
through July 1, 2017.



 


		7.	On the Termination Date, the Company's obligations to Employee pursuant to the Employment Agreement
shall (subject to this Agreement) terminate.



 


		8.	Stock Options. Notwithstanding anything to the contrary contained in any equity plan of
Parent or any other plan, agreement or arrangement, it is agreed by Parent and the parties that as of the Termination Date, all
options to purchase shares of common stock of Parent ("Options") held by the Employee that are unvested as of
immediately prior to the Termination Date shall be deemed fully vested as of the Termination Date. The Employee's Options shall
remain exercisable until the earlier of (i) the date that is 90 days following the Termination Date and (ii) the expiration date
of the applicable Options. The Employee shall have no right in connection with the Options following the earlier of (i) the date
that is 90 days following the Termination Date and (ii) the expiration date of the applicable Options.



 


		9.	Restricted Share Units. Notwithstanding anything to the contrary contained in any equity
plan of Parent or any other plan, agreement or arrangement, it is agreed by Parent and the parties that as of the Termination Date,
all restricted share units in respect of shares of common stock of Parent ("RSUs") held by the Employee that are unvested
as of immediately prior to the Termination Date shall be deemed fully vested as of the Termination Date. The Employee shall have
no right in connection with the RSUs following the settlement of such RSUs in accordance with their terms.



 


		10.	Taxation. Any tax liability and other statutory deductions, in connection with all payments
and entitlements under this Agreement, including in connection with Stock Options or RSUs, shall be borne and paid solely by the
Employee. The Company shall be entitled to deduct from any payment all taxes and other statutory deductions.



 






     


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		11.	Return of Company's Property. Employee hereby confirms that upon signature of this Agreement
he has delivered to the Company all of the documents, workbooks, information and materials (in whatever medium, whether manually
or electronically recorded or otherwise), which were received or prepared by him in connection with his employment by the Company,
and he has not retained any copies thereof. Upon the Termination Date, the Employee will deliver to the Company all of the Company's
possessions, including:



 


		11.1.	Company car provided in connection with the Employment Agreement (to which all Company policies
will apply). Employee shall be permitted to retain his Company-issued cellular phone and his Company-issued personal computer/tablet
subject to Section 12 below.



 


		12.	Prior to the Transition Date, in cooperation with the Senior Vice President of Human Resources
representing the Company, the Employee shall be required to remove from his cellular phone and PC/Tablet, all Company documents,
workbooks, information and other materials containing Company confidential information or work product of any nature.



 


		13.	Release. Subject to the fulfillment of all of the Employee's obligations set forth herein,
Parent and the Company agree to grant the Employee the following ex-gratia benefits, although not required to do so under
the terms of his Employment Agreement and\or applicable law (the "Ex-Gratia Benefits"):



 


		13.1.	Payment of the Base Pay Continuation during the Extended Notice Period in the total gross amount
of USD $396,550 (paid in equal installments of USD $33,045 each month), as detailed in Section 3;



 


		13.2.	Payment of the Benefits Contribution Continuation during the Extended Notice Period, as detailed
in Section 3;



 


		13.3.	Payment of the Prorated Bonus in the total gross amount of USD $132,183 within 30 days following
the Transition Date, as detailed in Section 4;



 


		13.4.	Payment of the Target Bonus in the total gross amount of USD $198,275, as described in Section
5; and



 


		13.5.	Accelerated vesting of the Employee's outstanding and unvested Options and RSUs upon the Termination
Date, as detailed in Sections 8 and 9, respectively.



 


It is hereby
clarified that the Ex-Gratia Benefits are in addition to the payments the Employee is entitled to under the Employment Agreement
and as specified in Section 6 above. In case the Employee will breach any of her undertakings under this Agreement, he will return
the Company the Ex-Gratia Benefits, including legal interest.


 


		14.	All amounts paid under this Agreement will be paid in NIS using the same NIS/$ exchange rate that
was applicable to the Employee during the Employee’s employment with the Company ($1.0=4.0 NIS).



 






     


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		15.	Employee represents that subject to the timely payment of the sums specified in Section 13 above,
he accepts all payments described herein as full, complete and unconditional payment, settlement, accord and satisfaction of any
and all obligations of the Company and its affiliates, until the Termination Date, arising out of Employee's employment or the
termination of his employment, or that otherwise might be owed to Employee by the Company and its affiliates. Employee hereby releases
and absolutely and forever discharges the Company, as well as its officers, directors, shareholders, insurers, agents, representatives,
employees, former employees, attorneys, affiliated entities, successors and assigns (each a "Release"), and any
and all of them, from any and all claims, liabilities, debts, obligations, rights, damages, actions and causes of action, known
or unknown, of any kind or nature whatsoever, including in connection with wages, back wages, salaries of any kind, severance pay,
social or pension payments of any kind whatsoever, any advanced notice or pay in lieu thereof, overtime pay, pay for work on the
weekly day of rest or during holidays, deferred compensation payments, any and all reimbursements or refunds for expenses of any
kind (including, without limitation, for traveling), recreation pay, vacation pay or redemption of such, sick pay or pay for sick
days not utilized, commissions, incentives, bonus payments of any kind and nature (including performance bonus), stock options
and/or shares, attorney's fees, compensatory damages, exemplary damages, contractual obligations and any and all payments, compensation,
benefits and reimbursements of any kind, which Employee has or may have, now or hereafter, either individually or through or with
any third party or parties, against the Company or any of the above related parties, in any way relating to or arising out of Employee's
employment with the Company or separation therefrom, which arise or relate to events arising before or after the execution of this
Agreement. Employee acknowledges that this Agreement constitutes, inter alia, compromise and notice of waiver and acceptance
regarding severance pay, in accordance with Section 29 of the Law of Severance Payments, 1963.



 


		16.	Survival of Provisions. Except as expressly modified herein, the termination of the Employment
Agreement shall not affect any of the provisions of the Employment Agreement which are expressly or by implication to come into
or to continue in force after such termination. Moreover, Employee acknowledges and confirms that the terms and provisions in the
Employment Agreement referring to Confidentiality, Non-Competition, Non-Solicitation and assignment of inventions, which are deemed
to be incorporated herein by reference, shall survive the termination of the Employment Agreement and shall remain in full force
and effect with no limitation of time. Furthermore, Employee shall be subject to the Insider Trading Policy of the Company (and
its successor Menlo Therapeutics Inc.) until the 91st day after the Termination Date (or earlier termination of this
Agreement).



 


		17.	Press Release/Confidentiality. Neither the Company nor Employee shall issue any press release
or otherwise make any communication to any third party, including any employee of the Company or any of its affiliates, in respect
of this Agreement, unless the text of said press release or communication and its attendant dissemination have been previously
mutually agreed upon in writing by the Company and the Employee.



 


		18.	General Provisions.



 


		18.1.	This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements,
proposals, understandings and arrangements, if any, whether oral or written, between the parties with respect to the subject matter
hereof.



 


		18.2.	This Agreement may be amended, supplemented or modified only by a written instrument duly executed
by or on behalf of each of the parties.



 


		18.3.	This Agreement shall be governed by and construed in accordance with the laws of the State of Israel,
without giving effect to its laws pertaining to conflict of laws. Any and all disputes in connection with this Agreement shall
be submitted to the exclusive jurisdiction of the competent courts or tribunals, as relevant, located in the city of Tel-Aviv-Jaffa,
Israel.



 


		18.4.	If any term or provision of this Agreement is declared invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force
and effect.



 






     


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		18.5.	Employee acknowledges and declares that he has carefully read and understood all the provisions
of this Agreement, he accepts all such provisions and he signs this Agreement at his own free will and full consent and after he
was provided with sufficient time to consult with independent legal counsel.



 


		18.6.	Any notice or other communications in connection with this Agreement must be in writing to the
address set forth in the preamble to this Agreement (or to such other address as shall be specified by like notice), sent via registered
mail, messenger or email. Such notice shall be deemed given after four (4) business days, if sent via registered mail; after one
(1) day if sent by messenger, provided a proof of delivery has been received; after one (1) day if sent by email, provided however,
that a computerized automatic "received" approval (delivery receipt) was sent by the email server.



 






     


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


 


 


	/s/ Ilan Hadar 	 
	 	 
	Name: Ilan Hadar	 






 


	 
	 
	Foamix Pharmaceuticals Ltd.
	 
	 
	By:	  
    /s/ David Domzalski                	 
	 
	Name:	David Domzalski 	 
	 
	Title:	CEO	 
	 
	 
	 
	Foamix Pharmaceuticals Ltd.
	 
	 
	By:	/s/ Mutya
    Harsch	 
	 
	Name:	Mutya Harsch   	 
	 
	Title:	General
    Counsel and CLO