Exhibit
10.29


 


September
5, 2019


 


Frank A.
Jaeger





 


RE: Employment
Offer: Chief Commercial Officer


 


Dear Frank:


 


I
am pleased to offer you the opportunity to join Clarus Therapeutics, Inc. as Chief Commercial Officer beginning on a mutually acceptable
day this month but not later than September 30, 2019. 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 it is expected that you will be a very important member of Clarus’s executive team. Your office will be located
at Clarus’s offices, presently located in Northbrook, IL. As part of your employment, you will be expected to travel as necessary
to achieve Clarus’s objectives - particularly those related to the commercialization of JATENZO. Overall, your principal duties
are expected to include:


 


		●	Provide
                                            strategic and organizational leadership and direction for Clarus’s commercialization
                                            of JATENZO in close concert with inVentiv Commercial Services (a Syneos HealthTM group
                                            company) that Clarus has selected as its commercial outsourcing partner (COP);



		●	Identify,
                                            hire and build a small (yet highly competent) internal sales and marketing management team
                                            to ensure commercial success of JATENZO (Note: you will work with the COP, Clarus’s
                                            CEO and CFO to determine minimal internal Clarus staff);



		●	Develop
                                            and implement, with COP, an integrated marketing and sales strategic plan for JATENZO;



		●	Regularly
                                            analyze JATENZO sales performance against plan and take all necessary actions to ensure sales
                                            goals are achieved;



		●	Provide
                                            exceptional leadership of all levels of the commercial team;



		●	Working
                                            with COP, ensure appropriate coverage of JATENZO by commercial and governmental payors to
                                            achieve forecasted success;



		●	Ensure
                                            operational capabilities/metrics to accurately track JATENZO sales and prepare accurate sales
                                            forecasts;



		●	Effectively
                                            leverage market dynamics and knowledge to position JATENZO as the top T-replacement products
                                            in the U. S. with the goal of having JATENZO be the market-leader within 5 years of launch;



		●	Set
                                            a high ethical standard for the marketing and sales organization;



		●	Function
                                            as a key executive of Clarus and work with other senior level personnel to ensure the overall
                                            success of the company;



		●	Participate
                                            with other Clarus executives in efforts designed to raise capital and/or embark on a strategic
                                            process to sell Clarus or, alternatively, take Clarus public; and



		●	Such
                                            other duties as Clarus may assign from time to time.



 




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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. This means that no shares vest during the first 12 months of your employment whereupon 87,500 shares vest on the date of your
first anniversary. 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 take into account 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
also will pay you a signing bonus of $100,000 within 30 days of the Start Date. If during the six month period following the Start Date
either, (i) you were to resign your position without Good Reason, (ii) a court of competent jurisdiction enters an injunction prohibiting
you from working for Clarus; or (iii) you are terminated by the Company with Cause, you must repay the signing bonus amount to Clarus
within ten (10) days of the date when your employment with Clarus ceases.


 


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 2019, 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 CEO 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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Frank,
I believe 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. 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. Also, by your acceptance of
this employment offer, you attest that there are no current bars (e.g., non-compete provision with your current employer) to reasonably
prevent or interfere with your employment at Clarus, provided the Company acknowledges that it is aware of your prior employment contract
with AbbVie/Abbott and that neither you nor the Company views your employment with Clarus to be violative of the noncompete provisions.
In the event that you are made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that you are or were a director, manager, officer, or employee of Clarus, or any
affiliate of Clarus, including any action, suit, or proceeding, you shall be indemnified and held harmless by Clarus to the maximum extent
permitted under applicable law. Clarus shall pay all costs and reasonable expenses (including attorneys’ fees) incurred in defense
of any such action, suit, or proceeding.


 


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 September 6, 2019.


 


Best regards,


 


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



 


	ACCEPTANCE:	/s/ Frank A. Jaeger	 	September 5, 2019	 
	 	Frank A. Jaeger	 	Date	 


 


 


 


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