Exhibit 10.15


 


ZHONGCHAO INC.


Nanxi Creative Center, Suite 218

841 Yan’ An Middle Road

Jing’ An District

Shanghai, China 200040

021-32205987


 


November 17, 2019


 


Kevin Dean Vassily


3335 SW 86th Ave Portland, OR, USA 97225


 


Re: Director Offer Letter


 


Dear Mr. Vassily,


 


Zhongchao Inc., a Cayman Islands exempted
company limited by shares (the “Company”), is pleased to offer you a position as of member of its Board of Directors
(the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward
to your participation on the Board. Should you choose to accept this position as a member of the Board and Class I director, this
letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms
and conditions relating to the services you agree to provide to the Company.


 


1. Term. This
Agreement is effective upon your acceptance and signature below. Your term as a Class I director shall commence on the effective
date of the prospectus that the Company has filed with the U.S. Securities and Exchange Commission in connection with its initial
public offering and continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified.
The position shall be up for re-election at the first annual shareholder’s meeting following the consummation of the Company’s
initial public offering and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.


 


2. Services.
You shall render services as a member of the Board and/or the Board’s committees set forth on Schedule A
attached hereto and perform the duties as provided in the charter of the Company and/or the charter of such committee (hereinafter
your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of
the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at
each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and
committee(s) as necessary via telephone, electronic mail or other forms of correspondence.


 


3. Compensation.
As compensation for your services to the Company, you will receive compensation as set forth on Schedule B
attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director,
which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved
expenses incurred by you in connection with the performance of your Duties.


 


4. D&O Insurance
Policy. During the term under this Agreement, the Company shall include you as an insured under an officers and directors
insurance policy with coverage determined annually by the Company and the Board.


 


5. No Assignment.
Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior
written consent of the Company.


 


6. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the
Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:


 


a. Definition. For purposes of
this Agreement the term “Confidential Information” means:


 


i. Any
information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or
could have commercial value or utility in the business in which the Company is engaged; or


 


ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.


 




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iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by
the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing
plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics
and agreements.


 


b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include:


 


i. Any
information which becomes generally available to the public other than as a result of a breach of the confidentiality portions
of this Agreement, or any other agreement requiring confidentiality between the Company and you;


 


ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such
information; and


 


iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any
notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with
any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your
termination or Resignation, as defined in Section 9 herein.


 


d. Confidentiality.
You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or
indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company,
except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use
any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.


 


e. Ownership.
You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask
work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating
to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas
and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that
arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to
the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to
perfect, obtain, maintain, enforce, and defend any rights assigned.


 


7. Non-Competition.
You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination
of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder, employee, broker,
agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested
in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or
products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company
or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation
which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities
of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.


 


8. Non-Solicitation.
So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit
for employment any individual who was an employee of the Company during your tenure.


 




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9.
Termination and Resignation. Your membership on the Board or on a Board committee may be terminated for any or no
reason by a vote of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares
entitled to vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are
prohibited by law from being so. You may also terminate your membership on the Board or on a committee for any or no reason by
delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective
upon the time specified therein or, if no time is specified, upon receipt of the notice of Resignation by the Company. Upon the
effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s
obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse
you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such
termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall
be forfeited and cancelled.


 


10.
Governing Law. All questions with respect
to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined
in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of
New York.


 


11.
Entire Agreement; Amendment; Waiver; Counterparts. This
Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior
oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance
of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition
of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition
or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any
other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such
provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will
be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles
of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.


 


12.
Indemnification. The Company shall, to
the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable
attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in
connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred
as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’
fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such
costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition
of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing
the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate
under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.


 


13.
Not an Employment Agreement. This Agreement
is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with
the Company.


 


14.
Acknowledgement. You accept this Agreement
subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions
or interpretations of the Board of the Company of any questions arising under this Agreement.


  




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The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.


 


	 	Sincerely,
	 	 
	 	Zhongchao Inc.
	 	 	 
	 	By:	/s/ Weiguang Yang
	 	Name:	Weiguang Yang
	 	Title:	Chief Executive Officer


 


	AGREED AND ACCEPTED:	 
	 	 	 
	By:	/s/ Kevin Dean Vassily	 
	Name:	Kevin Dean Vassily	 


  




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Schedule
A


 


The Director is offered to serve on the following
Board committee(s):


 


	Committee	 	Title
	Audit Committee	 	member
	Nominating and Governance Committee	 	member
	Compensation Committee	 	chairman



 



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Schedule
B

Compensation


 


During your term as a member
of Board of Directors of the Company, you will receive annual cash compensation in the amount of $24,000, payable quarterly, and
6,000 Class A Ordinary Shares compensation to be issued under the 2019 Equity Incentive Plan of the Company as set forth below:


 


	Share	 	Amount	 	 	Exercise Price	 	Vesting Schedule	 	Potential Forfeiture
	Class A Ordinary Share	 	 	6,000	 	 	N/A	 	Issuable upon the completion of the Company’s initial public offering and vest immediately upon issuance	 	N/A



 


 


 


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