Exhibit 10.10


 





Aerovate
Therapeutics, Inc.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN


 


		1.	Purpose



 


This Senior Executive Cash Incentive Bonus Plan
(the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Aerovate
Therapeutics, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their
goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives.
The Incentive Plan is for the benefit of Covered Executives (as defined below).


 


		2.	Covered Executives



 


From time to time, the Board of Directors (the
 “Board”) of the Company, or the Compensation Committee of the Board to the extent so delegated any such authority (the Board
or the Compensation Committee, as applicable, shall be referred to herein as the “Administrator”) may select certain key executives
(the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in this Plan does not change the “at
will” nature of a Covered Executive’s employment with the Company.


 


		3.	Administration



 


The Administrator shall have the sole discretion
and authority to administer and interpret the Incentive Plan.


 


		4.	Bonus Determinations



 


(a)        
Corporate Performance Goals. A Covered Executive may receive a bonus payment under the Incentive Plan based upon the attainment
of one or more performance objectives that are established by the Administrator and relate to financial and operational metrics with
respect to the Company or any of its subsidiaries (the “Corporate Performance Goals”), including: research and development,
publication, clinical and/or regulatory milestones; cash flow (including, but not limited to, operating cash flow and free cash flow);
revenue; corporate revenue; earnings before interest, taxes, depreciation and amortization; net income (loss) (either before or after
interest, taxes, depreciation and/or amortization); changes in the market price of the Company’s common stock; economic value-added;
acquisitions or strategic transactions; operating income (loss); return on capital, assets, equity, or investment; stockholder returns;
return on sales; gross or net profit levels; productivity; expense efficiency; margins; operating efficiency; customer satisfaction;
working capital; earnings (loss) per share of the Company’s common stock; bookings, new bookings or renewals; sales or market shares;
number of customers, number of new customers or customer references; operating income and/or net annual recurring revenue; or any other
performance goal selected by the Administrator, any of which may be (A) measured in absolute terms or compared to any incremental
increase, (B) measured in terms of growth, (C) compared to another company or companies or to results of a peer group, (D) measured against
the market as a whole and/or as compared to applicable market indices and/or (E) measured on a pre-tax or post-tax basis (if applicable).
Further, any Corporate Performance Goals may be used to measure the performance of the Company as a whole or a business unit or other
segment of the Company, or one or more product lines or specific markets.  The Corporate Performance Goals may differ from Covered
Executive to Covered Executive.


 



     


     


    

 


(b)        
Calculation of Corporate Performance Goals. At the beginning of each applicable performance period, the Administrator will
determine whether any significant element(s) will be included in or excluded from the calculation of any Corporate Performance Goal with
respect to any Covered Executive.  In all other respects, Corporate Performance Goals will be calculated in accordance with the Company’s
financial statements, generally accepted accounting principles, or under a methodology established by the Administrator at the beginning
of the performance period and that is consistently applied with respect to a Corporate Performance Goal in the relevant performance period.


 


(c)        
Target; Minimum; Maximum. Each Corporate Performance Goal shall have a “target” (100 percent attainment of the
Corporate Performance Goal) and may also have a “minimum” hurdle and/or a “maximum” amount.


 


(d)        
Bonus Requirements; Individual Goals. Except as otherwise set forth in this Section 4(d): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance
targets relating to the Corporate Performance Goals, (ii) bonus formulas for Covered Executives shall be adopted in each performance period
by the Administrator and communicated to each Covered Executive at the beginning of each performance period and (iii) no bonuses shall
be paid to Covered Executives unless and until the Administrator makes a determination with respect to the attainment of the performance
targets relating to the Corporate Performance Goals, provided, however, that the determination of the attainment of performance targets
relating to the Company’s Chief Executive Officer shall be subject to the recommendation of the Compensation Committee and approval
by the Board. Notwithstanding the foregoing, the Administrator may adjust bonuses payable under the Incentive Plan based on achievement
of one or more individual performance objectives or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives
under the Incentive Plan based on individual performance goals and/or upon such other terms and conditions as the Administrator may in
its discretion determine.


 


(e)        
Individual Target Bonuses. The Administrator shall establish a target bonus opportunity for each Covered Executive for each
performance period. For each Covered Executive, the Administrator shall have the authority to apportion the target award so that a portion
of the target award shall be tied to attainment of Corporate Performance Goals and a portion of the target award shall be tied to attainment
of individual performance objectives.


 


(f)         
Employment Requirement. Subject to any additional terms contained in a written agreement between the Covered Executive and
the Company, the payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered
Executive’s employment by the Company on the bonus payment date. If a Covered Executive was not employed for an entire performance
period, the Administrator may pro rate the bonus based on the number of days employed during such period.


 






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		5.	Timing of Payment



 


(a)        
With respect to Corporate Performance Goals established and measured on a basis more frequently than annually (e.g., quarterly
or semi-annually), the Corporate Performance Goals will be measured at the end of each performance period after the Company’s financial
reports with respect to such period(s) have been published. If the Corporate Performance Goals and/or individual goals for such period
are met, payments will be made as soon as practicable following the end of such period, but not later 74 days after the end of the fiscal
year in which such performance period ends.


 


(b)        
With respect to Corporate Performance Goals established and measured on an annual or multi-year basis, Corporate Performance Goals
will be measured as of the end of each such performance period (e.g., the end of each fiscal year) after the Company’s financial
reports with respect to such period(s) have been published. If the Corporate Performance Goals and/or individual goals for any such period
are met, bonus payments will be made as soon as practicable, but not later than 74 days after the end of the relevant fiscal year.


 


(c)        
For the avoidance of doubt, bonuses earned at any time in a fiscal year must be paid no later than 74 days after the last day of
such fiscal year.


 


		6.	Amendment and Termination



 


The Company reserves the right to amend or terminate
the Incentive Plan at any time in its sole discretion.


 


		7.	Company Recoupment Rights



 


A Covered Executive’s rights with respect
to any award granted pursuant to the Incentive Plan shall in all events be subject to reduction, cancellation, forfeiture or recoupment
to the extent necessary to comply with (i) any right that the Company may have under any Company clawback, forfeiture or recoupment policy
as in effect from time to time or other agreement or arrangement with a Covered Executive, or (ii) applicable law.


 


Adopted June 17, 2021 subject to
effectiveness of the Company’s Registration Statement on Form S-1.


 



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