Exhibit 10.30


 





 


March 13, 2020


 


Jay R. Newmark, MD, MBA

 


RE: Employment Offer: Chief Medical Officer


 


Dear Jay:


 


I am pleased to offer you the opportunity to join
Clarus Therapeutics, Inc. as Chief Medical Officer. Beginning immediately but not later than March 23, 2020. The actual first day of your
employment shall be referred to in this letter agreement as the “Start Date”. The specific terms of your employment are outlined
below.


 


You will report to me and will be based out of
your home office in Miami, FL. Periodically throughout the year (but less than 30 days in any year), you may be required to work from
Clarus’s office located in Northbrook, IL. Additionally, travel will be required to meet the objectives of your role and will include,
among other places, visits to key opinion leaders, medical/scientific meetings, meetings with FDA and visits to Syneos Health (and affiliated
company offices). Your principal duties as Chief Medical Officer will include, but may not be limited to, the following:


 


	●	Participate as a key member of Clarus’s senior management team to ensure that the medical affairs
function supports the successful development, launch and support of JATENZO®;
	●	Manage Clarus’ Drug Safety Review Panel
	●	Provide leadership and support for Clinical Development team (including a CRO) relative to study conduct
including FDA interaction as needed;
	●	Serve as internal medical monitor on all clinical studies;
	●	Provide updates at Clarus’ board of directors meetings re: clinical development program
	●	Develop and lead execution of a Phase IV clinical strategy for JATENZO that includes publication and presentation
of key findings;
	●	Serve as principal company contact for health care professionals;
	●	Develop and maintain key thought leader relationships and medical/scientific advisory boards;
	●	Review pertinent medical literature and attend key scientific meetings (e.g. American Urological Society,
Endocrine Society, American College of Endocrinology, American College of Physicians, etc.);
	●	Post NDA approval, provide medical review of all advertising and promotional materials;
	●	Working closely with Clarus’s commercialization team:







		○	Analyze customer insights and competitive dynamics to inform/adjust marketing strategy and address customer
needs
		○	Participate in the development of promotional materials and ensure these comply with regulatory policies
and procedures; and



 


	●	Support budgeting, forecasting and business operations/management
processes.



 






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Your starting salary will be at the rate of $325,000
per year paid in semi-monthly installments. Future salary increases will be at the discretion of Clarus’s Board of Directors (the
“Board”). In further consideration of your position at Clarus and subject to final Board approval, Clarus will grant you an
option to purchase 350,000 shares of common stock at its fair market value as of the grant date (the “Initial Grant”). The
options will vest in equal monthly installments over a 4-year period with a one-year cliff-vesting provision that is tied to the date
you commenced full time consulting for Clarus, namely, November 29, 2019. This means no shares vest until November 29, 2020 whereupon
87,500 shares will vest. After this date, the remaining 262,500 shares will vest ratably over 36 months. However, if within one year of
your employment there is: (a) a merger or consolidation under which Clarus is not the surviving entity; (b) a sale of all or substantially
all of Clarus’ assets; (c) a reorganization or liquidation of Clarus; (d) you are terminated without “Cause” (as defined
herein); or (e) you resign for “Good Reason” (as defined herein), then one-half of the Initial Grant will immediately vest.
After one year of employment, should (a), (b), (c), (d), or (e) occur, your Initial Grant will vest immediately. The Initial Grant is
subject only to the terms and conditions of Clarus’ stock option plan and the associated stock option agreement (the “Equity
Documents”). Future grant awards may be made based on Company and individual employee performance. Clarus intends to use option
grants as a strong performance incentive.


 


In addition to your base salary and stock options,
you will be eligible for an annual bonus based on the achievement of corporate and individual objectives as approved by the Board. Your
bonus target will be 30% of your base salary and will reflect what fraction of the year you were employed by Clarus. The decision to award
bonuses rests solely with the Board and there is no guarantee that a bonus will be awarded to you. You must be employed with Clarus on
the date the bonus is paid to earn any part of the bonus.


 


Clarus currently provides medical/dental/vision
benefits as outlined on the attached benefits summary. Should you choose not to avail yourself of these benefits, you will not be compensated
for this decision.


 


In addition to Company holidays, as noted in the
attachment hereto, you will also earn on a pro-rata basis twenty-five (25) days of paid vacation per calendar year. For 2020, your vacation
days will be prorated on the basis of your Start Date. If you are unable to use all of your vacation in any one year because the workload
at Clarus is such that it is not possible for you to do so, you may rollover up to 5 days to the next year but may not have a cumulative
total of vacation days in excess of thirty (30) days.


 


Your employment shall be at will, meaning you
or the Company can terminate it at any time. In the event your employment ends for any reason, Clarus shall pay your salary plus accrued
but unused vacation though the termination date. In addition, in the event Clarus terminates your employment without Cause (as defined
below), or you resign for Good Reason (as defined below), and provided you enter into, do not revoke, and comply with the terms of a separation
agreement in a form acceptable to Clarus which shall include a general release against Clarus and related persons and entities (the “Release”);
Clarus will continue your base salary for the six (6) month period that immediately follows the date of termination (the “Salary
Continuation Payments”). Salary Continuation Payments shall commence within 30 days after the Date of Termination and shall be made
on Clarus’s regular payroll dates; provided, however, that if the 30-day period begins in one calendar year and ends in a second
calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year. In the event you miss a regular payroll
period between the date of termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include
a “catch up” payment. For purposes of this letter agreement, “Cause” means: (i) conduct by you in connection with
your service to Clarus that is fraudulent, unlawful or grossly negligent; (ii) your material breach of your material responsibilities
to Clarus or your willful failure to comply with reasonable and lawful directives of the Chief Commercial Officer or written policies
of Clarus, which has not been cured within thirty (30) days’ written notice by Clarus; (iii) breach by you of your representations,
warranties, covenants and/or obligations under this Agreement, which has not been cured within thirty (30) days’ written notice
by Clarus; (iv) material misconduct by you which seriously discredits or damages Clarus, which has not been cured within thirty (30) days’
written notice by Clarus ;and/or (v) nonperformance or unsatisfactory performance of your material duties or responsibilities to Clarus
as determined in good faith by Clarus, which has not been cured within thirty (30) days’ written notice by Clarus . For purposes
of this letter agreement, “Good Reason” means: (i) breach by Clarus of its representations, warranties, covenants and/or obligations
under this Agreement, which has not been cured within thirty (30) days’ written notice by you; (ii) a reduction in your salary without
your written consent; and/or (iii) a material reduction in your job title and/or primary and then-current responsibilities, which has
not been cured within thirty (30) days’ written notice by you.


 






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Jay, I have no doubt that your contributions to
Clarus will be significant and immediate. You will be joining a team that is committed to successfully commercializing JATENZO and making
it the market-leading testosterone replacement therapy in the U.S. Of greater importance from my perspective is the opportunity we will
have to positively impact the health of hypogonadal men who are prescribed JATENZO.


 


Finally, as a condition of your employment, you
must sign the attached Inventions, Confidentiality and Noncompetition Agreement (the “Restrictive Covenant Agreement”), the
terms of which are incorporated by reference into this letter agreement.


 


This agreement shall inure to the benefit of and
be binding upon you and Clarus, and each of our respective successors, executors, administrators, heirs and permitted assigns.


 


This agreement, including the Restrictive Covenant
Agreement and the Equity Documents, constitute the complete agreement between you and Clarus, contain all of the terms of your employment
with Clarus and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and Clarus.
The terms of this Agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or
arising out of, related to, or in any way connected with, this Agreement, your employment with Clarus or any other relationship between
you and Clarus (the “Disputes”) will be governed by Illinois law, excluding laws relating to conflicts or choice of law. You
and Clarus submit to the exclusive personal jurisdiction of the federal and state courts located in the State of Illinois in connection
with any Dispute or any claim related to any Dispute.


 


This Agreement may not be modified or amended,
and no breach shall be deemed to be waived, unless agreed to in writing by you and a duly authorized officer or Board member of Clarus.
This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute
one and the same instrument.


 


Please indicate your acceptance of this offer
by signing below and returning a copy of this letter to me by mail, email or by facsimile no later than Friday, March 20, 2020.


 






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Best regards,


 


	/s/ Robert E. Dudley	 
	Robert E. Dudley, PhD	 
	President & CEO	 


 


	ACCEPTANCE:	/s/ Jay R. Newmark	 	19 March 2020
	 	Jay R. Newmark, MD, MBA	 	Date


 


 


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