Exhibit 10.1


 


APPLIED THERAPEUTICS
INC. 


 


Charles (Chuck) Silberstein, MD


 


May 20, 2020


 


Dear Chuck:


 


We are pleased to offer you full time employment
with Applied Therapeutics Inc. (the “Company”) under the terms set forth in this offer letter (the “Offer
Letter”), effective as of your start date with the Company. Your anticipated start date is May 26, 2020 or a date to
be mutually agreed upon (such actual date of your commencement of employment shall be referred to herein as the “Start
Date”).


 


	1.	Employment by the Company.



 


		(a)	Position. You will serve as the Company’s Chief Financial Officer and Head of Business
Development. During the term of your employment with the Company, you will devote your best efforts and substantially all of your
business time and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness
or other incapacities permitted by the Company’s general employment policies.



 


		(b)	Duties and Location. Your primary duties will be to direct financial operations and reporting,
investor relations, regulatory activities and business development and provide other customary support that a chief financial officer
and head of business development of a similar organization would provide. You will have the duties, responsibilities and authorities
as are customary for the position of CFO and as may be reasonably directed by the Chief Executive Officer (“CEO”),
to whom you will report. Your primary work location will be the Company’s office in New York, New York. Notwithstanding the
foregoing, the Company reserves the right to reasonably require you to perform your duties at places other than your primary office
location from time to time, and to require reasonable business travel. The Company may modify your job title and duties as it deems
necessary and appropriate in light of the Company’s needs and interests from time to time.



 


	2.	Base Salary and Employee Benefits.



 


		(a)	Salary. You will receive for services to be rendered hereunder a starting base salary paid
at the rate of $450,000 per year, less standard payroll deductions and tax withholdings. Your base salary will be paid on the Company’s
ordinary payroll cycle. As an exempt salaried employee, you will be required to work the Company’s normal business hours,
and such additional time as appropriate for your work assignments and position, and you will not be entitled to overtime compensation.
Your base salary will be reviewed annually.



 






     


     


    

 


		(b)	Benefits. As a regular full-time employee, you will be eligible to participate in the Company’s
standard employee benefits offered to executive level employees, as in effect from time to time and subject to plan terms and generally
applicable Company policies. Details about these benefits plans will be provided, upon request.



 


	3.	Annual Bonus. You will be eligible to earn an annual performance and retention bonus of
up to forty percent (40%) of your base salary rate (the “Annual Bonus”).
The Annual Bonus will be based upon the Company’s Board of Directors’ (the “Board”)
assessment of your performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion.
Bonus payments, if any, will be subject to applicable payroll deductions and withholdings. Following the close of each calendar
year, the Board will determine whether you have earned an Annual Bonus, and the amount of any such bonus, based on, among other
things, the achievement of such goals. The amount of your Annual Bonus for 2020 will be prorated based on the number of days you
are employed during the 2020 calendar year. You must be an employee on the Annual Bonus payment date to be eligible to receive
an Annual Bonus. The Annual Bonus, if earned, will be paid no later than March 15 of the calendar year after the applicable bonus
year. Your bonus eligibility is subject to change in the discretion of the Board (or any authorized committee thereof).



 


	4.	Expenses. The Company will reimburse you for reasonable travel, entertainment or other expenses
incurred by you in furtherance or in connection with the performance of your duties hereunder, in accordance with the Company’s
expense reimbursement policy as in effect from time to time.



 


	5.	Equity Compensation. Effective as of your Start Date, the Company will grant you a stock
option (the “Option”) to purchase 244,000 shares of the Company’s
common stock (“Shares”) with a per share exercise price equal to the
fair market value of a Share on the grant date. The Option will be subject to all of the terms and conditions set forth in the
Company’s 2019 Equity Incentive Plan (the “Plan”) and the applicable
award agreement(s) or grant notice(s) covering the Option (the “Award Agreement”).
The Award Agreement will provide for vesting of 25% of the Shares subject to the Option on the first anniversary of the grant date
and the remaining 75% of the Shares subject to the Option in equal monthly instalments over the following three years, subject
in each case to your continued active employment with the Company through the applicable vesting date. The complete terms and conditions
of your Option will be as set forth in the Plan and the Award Agreement. Notwithstanding anything in this Offer Letter, any equity
plan of the Company or any award agreement to the contrary, in the event of a Change in Control (as defined in the Plan), the Company
shall accelerate the vesting of any then-unvested Shares subject to your outstanding equity awards such that one hundred percent
(100%) of such Shares shall be deemed immediately vested (and exercisable, as applicable) as of the date of such Change in Control.



 






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		6.	Compliance with Confidentiality Information Agreement and Company Policies. In connection
with your employment with the Company, you will receive and have access to Company confidential information and trade secrets.
Accordingly, attached hereto as Exhibit A is the Company’s Employee Confidential Information, Inventions,
Non-Solicitation and Non-Competition
Agreement (the “Confidentiality Agreement”), which contains restrictive
covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among
other obligations. Please review the Confidentiality Agreement and only sign it after careful consideration. In addition, you are
required to abide by the Company’s policies and procedures, as modified from time to time within the Company’s discretion.
In the event the terms of this Offer Letter differ from or are in conflict with the Company’s general employment policies
or practices, this Offer Letter shall control. Notwithstanding anything to the contrary in this Offer Letter or in the Confidentiality
Agreement, Confidential Information shall not include your business contacts prior to your employment with the Company, whether
in paper or electronic form (your “Rolodex”); provided, however that
the contents of the Rolodex does not contain proprietary information developed during your employment with the Company or otherwise
belonging to the Company. Additionally, nothing herein is intended to limit the scope of your non-solicitation obligations as set
forth in the Confidentiality Agreement.



 


		7.	Protection of Third-Party Information. In your work for the Company, you will be expected
not to make any unauthorized use or disclosure of any confidential or proprietary information, including trade secrets, of any
former employer or other third party to whom you have contractual obligations to protect such information. 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 represent that you are able to perform your job duties within these guidelines, and you are not in unauthorized
possession of any unpublished documents, materials, electronically-recorded information, or other property belonging to any former
employer or other third party to whom you have a contractual obligation to protect such property. In addition, you represent and
warrant that your employment by the Company will not conflict with any prior employment or consulting agreement or other agreement
with any third party, that you will perform your duties to the Company without violating any such agreement(s), and that you have
disclosed to the Company in writing any contract you have signed that may restrict your activities on behalf of the Company.



 


		8.	At-Will Employment Relationship. Your employment relationship with the Company is at-will.
Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the
Company; and the Company may terminate your employment at any time, with or without Cause or advance notice. If your employment
ends for any reason, the Company will provide you with (i) your unpaid Base Salary through the date of termination; (ii) all of
your accrued, but unused paid time off time if required by law or Company policy; and (iii) any unpaid expense reimbursements accrued
by you as of the date of termination (the “Accrued Obligations”).



 






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	9.	Severance Benefits.



 


		(a)	Termination without Cause or Resignation for Good Reason Not in Connection with a Change
                                                                      in Control. If the Company terminates your employment without Cause (including as a result of your death or disability)
                                                                      or you resign for Good Reason (either
a termination referred to as a “Qualifying Termination”), and provided
such Qualifying Termination constitutes a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h), without
regard to any alternative definition thereunder, a “Separation from Service”
and the date of such Separation from Service, the “Separation from Service Date”),
then subject to Sections 11 (“Conditions to Receipt of Severance Benefits”)
and 12 (“Return of Company Property”) below and your continued compliance
with the terms of this Offer Letter (including without limitation the Confidentiality Agreement), in addition to your Accrued Obligations,
the Company will provide you (or your estate, as applicable) with the following severance benefits (the “Severance
Benefits”):



 


		(i)	Cash Severance. The Company will pay you (or your estate, as applicable), as cash severance,
nine (9) months of your base salary in effect as of your Separation from Service Date (such nine (9) month period the “Salary
Continuation Period”), less standard payroll deductions and tax withholdings (the “Severance”).
The Severance will be paid in installments in the form of continuation of your base salary payments, paid on the Company’s
ordinary payroll dates, commencing on the Company’s first regular payroll date that is more than sixty (60) days following
your Separation from Service Date, and shall be for any accrued base salary for the sixty (60)-day period plus the period from
the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any,
shall be made on the Company’s regular payroll dates.



 


		(ii)	Bonus Severance Payment.
The Company will pay you (or your estate, as applicable) a lump sum cash amount equivalent to your target Annual Bonus for the
year in which the Separation from Service Date occurs, prorated based on the Salary Continuation Period (the “Bonus
Severance Payment”). However, if the Qualifying Termination occurs between January 1 and the payment date of the
Annual Bonus that you would have otherwise earned for performance in the calendar year preceding the Qualifying Termination, then
and only then will you be paid the full Annual Bonus that you otherwise would have earned for performance in such preceding calendar
year. Your Base Salary as in effect on the Separation from Service Date, ignoring any decrease that forms the basis of your resignation
for Good Reason, if applicable, shall be used for calculating the Bonus Severance Payment. The Bonus Severance Payment will be
paid within sixty (60) days of the effective date of the Release (namely, the date it can no longer be revoked) but in no event
later than March 15th of the year following the year in which the Separation from Service Date occurs.



 






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		(iii)	COBRA Severance.
As an additional Severance Benefit, the Company will continue to pay the cost of your (and, if applicable, your covered dependents’)
health care coverage in effect at the time of your Separation from Service for a maximum of nine (9) months, either under the Company’s
regular health plan (if permitted), or by paying your COBRA premiums (the “COBRA
Severance”). The Company’s obligation to pay the COBRA Severance on your behalf will cease if you obtain
health care coverage from another source (e.g., a new employer or spouse’s benefit plan), unless otherwise prohibited by
applicable law. You must notify the Company within two (2) weeks if you obtain coverage from a new source. This payment of COBRA
Severance by the Company would not expand or extend the maximum period of COBRA coverage to which you would otherwise be entitled
under applicable law. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing
COBRA Severance without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health
Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA
premium that you would be required to pay to continue your group health coverage in effect on the date of your termination (which
amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each
month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain
other coverage or (y) the last day of the ninth (9th) calendar month following your Separation from Service Date.








 


		(b)	Termination without Cause or Resignation for Good Reason in Connection with Change in Control
Termination. In the event of a Qualifying Termination that occurs three (3) months prior to, upon, or within twelve (12) months
following the effective closing of a Change in Control, provided such Qualifying Termination constitutes a Separation from Service,
then subject to Sections 11 (“Conditions to Receipt of Severance Benefits”)
and 12 (“Return of Company Property”) below and your continued compliance
with the terms of this Offer Letter (including without limitation the Confidentiality Agreement), then in addition to your Accrued
Obligations and the Severance Benefits provided in Section 9(a) hereof, the Company shall accelerate the vesting of any then-unvested
Shares subject to any outstanding option to purchase Shares such that one hundred percent (100%) of such Shares shall be deemed
immediately vested and exercisable as of your Separation from Service Date (together with the Severance Benefits, the “CIC
Severance Benefits”).



 


		10.	Resignation Without Good Reason; Termination for Cause. If, at any time, you resign your
employment without Good Reason, or the Company terminates your employment for Cause, you will receive only your Accrued Obligations.
Under these circumstances, you will not be entitled to any other form of compensation from the Company, including any Severance
Benefits or CIC Severance Benefits, other than your rights to the vested portion of your Option and any other rights to which you
are entitled under the Company’s benefit programs.



 






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		11.	Conditions to Receipt of Severance Benefits. Prior to and as a condition to your (or your
estate’s, as applicable) receipt of the Severance Benefits or CIC Severance Benefits described above, you (or your estate,
as applicable) shall execute and deliver to the Company an executive release
of claims in favor of and in a form acceptable to the Company (the “Release”)
within the timeframe set forth therein, but not later than forty-five (45) days following your Separation from Service Date, and
allow the Release to become effective according to its terms (by not invoking any legal right to revoke it) within any applicable
time period set forth therein (such latest permitted effective date, the “Release Deadline”).



 


		12.	Return of Company Property. Upon the termination of your employment for any reason, as a
precondition to your receipt of the Severance Benefits or CIC Severance Benefits (if applicable), within five (5) days after your
Separation from Service Date (or earlier if requested by the Company), you will return to the Company all Company documents (and
all copies thereof) and other Company property within your possession, custody or control, including, but not limited to, Company
files, notes, financial and operational information, customer lists and contact information, product and services information,
research and development information, drawings, records, plans, forecasts, reports, payroll information, spreadsheets, studies,
analyses, compilations of data, proposals, agreements, sales and marketing information, personnel information, specifications,
code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers,
facsimile machines, mobile telephones, tablets, handheld devices, and servers), credit cards, entry cards, identification badges
and keys, and any materials of any kind which contain or embody any proprietary or confidential information of the Company, and
all reproductions thereof in whole or in part and in any medium. You further agree that you will make a diligent search to locate
any such documents, property and information and return them to the Company within the timeframe provided above. In addition, if
you have used any personally-owned computer, server, or e-mail system to receive, store, review, prepare or transmit any confidential
or proprietary data, materials or information of the Company, then within five (5) days after your Separation from Service Date
you must provide the Company with a computer-useable copy of such information and permanently delete and expunge such confidential
or proprietary information from those systems without retaining any reproductions (in whole or in part); and you agree to provide
the Company access to your system, as requested, to verify that the necessary copying and deletion is done. If requested, you shall
deliver to the Company a signed statement certifying compliance with this Section prior to the receipt of the Severance Benefits
or CIC Severance Benefits. Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, you shall be entitled
to keep copies of your Rolodex (subject to the clarification in the last two sentences of Section 6 herein), and documents
relating to your compensation and the terms of your employment with the Company.



 


		13.	Outside Activities. Throughout your employment with the Company, you may be eligible to
engage in civic, educational, not-for-profit or similar types of activities and/or managing your and your family’s personal
investments and affairs, so long as such activities do not interfere with the performance of your duties hereunder and are in accordance
with the Company’s Code of Business Conduct and Ethics. During your employment by the Company, except on behalf of the Company,
you will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint
venture, associate, representative or consultant of any other person, corporation, firm, partnership or other entity whatsoever
known by you to compete with the Company (or is planning or preparing to compete with the
Company), anywhere in the world, in any line of business engaged in (or demonstrably planned to be engaged in) by the Company;
provided, however, that you may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities
of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national
or regional securities exchange.



 






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	14.	Definitions. For purposes of this Offer Letter, the following terms shall have the following
meanings:



 


For purposes of this Offer Letter,
 “Cause” for termination will mean your: (a) conviction (including a guilty
plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) your commission
or attempted commission of or participation in a fraud or act of material dishonesty or misrepresentation against the Company;
(c) material breach of your duties to the Company; (d) intentional damage to any property of the Company; (e) willful misconduct,
or other willful violation of Company policy that causes material harm to the Company; or (1) material violation of any written
and fully executed contract or agreement between you and the Company, including without limitation, material breach of your Confidentiality
Agreement, or of any statutory duty you owe to the Company. No Cause shall exist unless the Company has provided you with written
notice of termination describing the particular circumstances giving rise to Cause (which notice shall be delivered within thirty
(30) days of the initial occurrence or discovery by the Company of the alleged Cause conduct), and has provided you the opportunity
to cure, to the extent reasonably susceptible to cure, such circumstances within thirty (30) days after receiving such notice.
If you so effect a cure, the notice of Cause shall be deemed rescinded and of no force or effect.


 


For purposes of this Offer Letter,
you shall have “Good Reason” for resigning from employment with the Company
if any of the following actions are taken by the Company without your prior written consent: (a) a material reduction in your base
salary, which the parties agree is a reduction of at least ten percent (10%) of your base salary (unless pursuant to a salary reduction
program applicable generally to the Company’s similarly situated employees); (b) a material reduction in your duties (including
responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall
not be deemed a “material reduction” in and of itself unless your new duties are materially reduced from the prior
duties; (c) relocation of your principal place of employment to a place that increases your one-way commute by more than fifty
(50) miles as compared to your then-current principal place of employment immediately prior to such relocation; or (d) a material
breach of this Offer Letter. In order to resign for Good Reason, you must provide written notice to the Company’s CEO within
thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation,
allow the Company at least thirty (30) days from receipt of such written notice to cure such event, and if such event is not reasonably
cured within such period, you must resign from all positions you then hold with the Company not later than thirty (30) days after
the expiration of the cure period.


 






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	15.	Compliance with Section 409A. It
    is intended that the Severance Benefits and CIC Severance Benefits set forth in this Offer Letter satisfy, to the greatest
    extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the
    “Code”) (Section 409A, together with any state law of similar
    effect, “Section 409A”) provided under Treasury Regulations
    1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). For purposes of Section 409A (including, without limitation, for purposes
    of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Offer Letter (whether
    severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and,
    accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding
    any provision to the contrary in this Offer Letter, if the Company (or, if applicable, the successor entity thereto) determines
    that the Severance Benefits and CIC Severance Benefits constitute “deferred compensation” under Section 409A
    and you are, on the date of your Separation from Service, a “specified employee” of the Company or any successor
    entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a “Specified
    Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences
    under Section 409A, the timing of the Severance Benefits and CIC Severance Benefits shall be delayed until the earliest
    of: (i) the date that is six (6) months and one (1) day after your Separation from Service Date, (ii) the date of your death,
    or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first
    business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits deferred
    pursuant to this Section shall be paid in a lump sum or provided in full by the Company (or the successor entity thereto,
    as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any
    amounts so deferred. If the Severance Benefits and CIC Severance Benefits are not covered by one or more exemptions from the
    application of Section 409A and the Release could become effective in the calendar year following the calendar year in
    which you have a Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline.
    The Severance Benefits and CIC Severance Benefits are intended to qualify for an exemption from application of Section 409A
    or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A,
    and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent
    required to comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of
    any provision of this Offer Letter providing for the payment of amounts or benefits upon or following a termination of employment
    unless such termination is also a “separation from service” within the meaning of Section 409A. With respect
    to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are not exempt from Section 409A,
    the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during
    any one of your taxable years shall not affect the expenses eligible for reimbursement, or in-kind benefit to be provided
    in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or
    before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to
     reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.






 






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	16.	Section 280G; Parachute Payments.



 


		(a)	If any payment or benefit you will or may receive from the Company or otherwise (a “280G
Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code,
and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then any such 280G Payment provided pursuant to this Offer Letter (a “Payment”)
shall be equal to the Reduced Amount. The “Reduced Amount” shall be either
(x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise
Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by
clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income
taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis,
of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a
reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x)
of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”)
that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit,
the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).



 


		(b)	Notwithstanding any provision of subsection (a) above to the contrary, if the Reduction Method
or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A
that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction
Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows:
(A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you
as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated
without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority,
Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated)
before Payments that are not deferred compensation within the meaning of Section 409A.



 






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		(c)	Unless you and the Company agree on an alternative accounting firm or law firm, the accounting
firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control
transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant
or auditor for the individual, entity or group effecting the change in control transaction, the Company shall appoint a nationally
recognized accounting or law firm to make the determinations required by this Section 16 (“Section 280G;
Parachute Payments”). The Company shall bear all expenses with respect to the determinations by such accounting
or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law
firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation,
to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably
likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company.



 


		(d)	If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x)
of Section 16(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the
Excise Tax, you agree to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x)
of Section 16(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if
the Reduced Amount was determined pursuant to clause (y) of Section 16(a), you shall have no obligation to return any
portion of the Payment pursuant to the preceding sentence.



 


		17.	Dispute Resolution. 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 Offer Letter, your employment
with the Company, or the termination of your employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §
1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS or its successor,
under JAMS’ then applicable rules and procedures for employment disputes before a single arbitrator (available upon request
and also currently available at http://wwwjamsadr.com/rules-employment-arbitration/). 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. Prior to any arbitration, you and the Company agree first to engage in prompt and serious
good faith discussions to resolve the dispute. In addition, all claims, disputes, or causes of action under this section, whether
by you or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class
member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity.
The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative
or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable
law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law
rather than by arbitration. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration
as a matter of law, including, without limitation, sexual harassment claims, to the extent such claims are not permitted by applicable
law to be submitted to mandatory arbitration (collectively, the “Excluded Claims”).
In the event you intend to bring multiple claims, including one of the Excluded
Claims listed above, the Excluded Claims may be publicly filed with a court, while any other claims will remain subject to mandatory
arbitration. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim
is subject to arbitration under this agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out
of the dispute and bear on the final disposition are also matters for the arbitrator. 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.
You and the Company shall equally share all JAMS’ arbitration fees. Each party is responsible for its own attorneys’
fees, except as expressly set forth in your Confidentiality Agreement. Nothing in this Offer Letter 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.
Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent
jurisdiction.



 






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		18.	Indemnification. You will be entitled to indemnification to the maximum extent permitted
by applicable law and the Company’s Bylaws with terms no less favorable than provided to any other Company executive officer
or director and subject to the terms of any separate written indemnification agreement. At all times during your employment, the
Company shall maintain in effect a directors and officers liability insurance policy with you as a covered officer.



 


		19.	Miscellaneous. This Offer Letter, together with your Confidentiality 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 or Board’s discretion in this Offer Letter, require a written modification approved by
                                                                  you and the Company and signed by you and a duly authorized officer of the Company. This Offer Letter will bind the heirs,
                                                                  personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the
                                                                  Company, their heirs, successors and assigns. If any provision of this Offer Letter is determined to be invalid or
                                                                  unenforceable, in whole or in part, this determination shall not affect any other provision of this Offer Letter and the
                                                                  provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the
                                                                  parties insofar as possible under applicable law. This Offer Letter shall be construed and enforced in accordance with the
                                                                  laws of the State of New York without regard to conflicts of law principles. Any ambiguity in this Offer Letter shall not be
                                                                  construed against either party as the drafter. Any waiver of a breach of this Offer Letter, or rights hereunder, shall be in
                                                                  writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This Offer Letter may be
                                                                  executed and delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S.
                                                                  federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and
                                                                  shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.



 






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As required, by law, your agreement with
the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States
as well as providing any necessary tax identification documentation the Company may request.


 


Please sign and date this Offer Letter
and the enclosed Confidentiality Agreement and return them to me on or before May 18, 2020 if you wish to accept the terms and
conditions described above. The terms and conditions of employment offered herein will expire if I do not receive this signed Offer
Letter by that date. I would be happy to discuss any questions that you may have about these terms. This Offer Letter may be executed
in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and
the same agreement.


 


Sincerely,


 


	/s/ Shoshana Shendelman	 
	Shoshana Shendelman





 


Reviewed, Understood, an Accepted:


 


	/s/
    Chuck Silberstein  	 	5/20/20
	Chuck Silberstein  	 	Date





 






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