Exhibit 10.1


 





EXECUTIVE EMPLOYMENT AGREEMENT


 


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”) dated January 22, 2016 by and between Lion Biotechnologies, Inc., a Nevada corporation
(the “Company”), and Dr. Steven Fischkoff (“Executive”) (either party individually, a “Party”;
collectively, the “Parties”).


 


WHEREAS, the Company desires to retain the services
of Executive to serve as the


Company’s Vice President
– Chief Medical Officer.


 


WHEREAS,
the Parties desire to enter into this Agreement to set forth the terms and conditions of Executive’s employment by the Company
and to address certain matters related to Executive’s employment with the Company;


 


WHEREAS,
both the Company and the Executive have read and understood the terms and provisions set forth in this Agreement, and Executive
acknowledges Executive has been afforded a reasonable opportunity to review this Agreement with Executive’s legal counsel
to the extent desired;


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the
Parties hereto agree as follows:


 


1. Employment.
Effective February 4, 2016 (the “Effective Date”), the Company hereby employs Executive, and Executive hereby
accepts such employment, upon the terms and conditions set forth herein.


 


2.Duties.


 


2.1 Position.
Executive shall be employed by the Company in the position of Vice President-Chief Medical Officer. Executive shall have the duties
and responsibilities consistent with the position of Vice President-Chief Medical Officer and such other duties and responsibilities
assigned by the Company’s Chief Executive Officer. Executive shall perform faithfully and diligently such duties as are reasonable
and customary for Executive’s position, as well as such other duties as the Chief Executive Officer shall reasonably assign
from time to time. Executive shall provide his services hereunder from the Company’s offices in New York, New York, or from
his home, as the Chief Executive Officer may hereafter direct or approve.


 


2.2Best Efforts/Full-Time.


 


2.2(a)
Executive understands and agrees that Executive will faithfully devote Executive’s best efforts and substantially all of
his time during normal business hours to advance the interests of the Company. Executive will abide by all policies duly adopted
by the Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in a manner
that Executive reasonably believes to be in the best interest of the Company at all times. Executive further understands and agrees
that Executive has a fiduciary duty of loyalty to the Company to the extent provided by applicable law and that Executive willtake
no action which materially harms the business, business interests, or reputation of the Company.


 






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2.2(b)
Executive agrees that Executive will not directly engage in competition with the Company at any time during the existence of the
employment relationship between the Company and Executive.


 


2.2(c)
Executive agrees that, during the term of this Agreement, Executive shall work exclusively for the Company. Consequently, Executive
agrees to not accept employment, of any kind, from any person or entity other than the Company, and to not perform duties or render
services to any person or entity other than the Company.


 


3. At-Will
Employment. Executive’s employment with the Company will be “at- will” and will not be for any specific period
of time. As a result, Executive is free to resign at any time, for any or no reason, as Executive deems appropriate. The Company
will have a similar right and may terminate Executive’s employment at any time, with or without cause. Executive’s
and the Company’s respective rights and obligations at the time of termination are outlined below in Section 6 of this Agreement.


 


4.Compensation.


 


4.1 Base
Salary. As compensation for the performance of all duties to be performed by Executive hereunder, the Company shall pay to
Executive a base salary of


$400,000 per year, less required
deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions,
payable on a prorated basis as it is earned, in accordance with the normal payroll practices of the Company (the “Base
Salary”).


 


4.2 Stock
Options. As of the Effective Date, Executive shall receive stock options to purchase an aggregate of 225,000 shares of the
Company’s common stock. To the extent legally permitted, the stock options shall be incentive stock options. The stock options
will have an exercise price equal to the fair market value of the common stock on the Effective Date. Provided that Executive is
still employed with the Company on the following dates, the foregoing stock options will vest in three installments as follows:
(i) Options for the purchase of


75,000 shares shall vest on
one year anniversary of the Effective Date; and (ii) the remaining stock options shall vest as to 18,750 shares at the end of each
quarter over the next two years, commencing with the first quarter following the first anniversary of the Effective Date. Upon
the termination of your employment with the Company, except as provided herein, the unvested options will be forfeited and returned
to the Company. In addition to the foregoing grant of options, Executive shall also be entitled to receive stock option grants
under the Company’s stock option plan commencing one year after the Effective Date in such amounts and upon such terms as
shall be determined by the Board of Directors, in its sole discretion.


 


4.3 Incentive
Compensation. Executive will be eligible to participate in the Company’s annual incentive compensation program (“Incentive
Plan”) applicable to executive employees, as approved by the Board (the year in which the program is implemented, the
“Plan Year”). The target potential amount payable to Executive under the Incentive Plan, if earned, shall be
35% of Executive’s Base Salary earned during the applicable calendar year.


Compensation under the Incentive
Plan (“Incentive Compensation”) will be conditioned on the satisfaction of individual and Company objectives,
as established in writing by the Company, and the condition that Executive is employed by Company on the Incentive Compensation
payment date, which shall be on or before March 15th of the year following the Plan Year. The payment of any Incentive Compensation
pursuant to this Section 4.3 shall be made in accordance with the normal payroll practices of the Company, less required deductions
for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.


 






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4.4 Performance
Review. The Company will periodically review Executive’s performance on no less than an annual basis and may increase
(but not decrease) Executive’s salary or other compensation, as it deems appropriate in its sole and absolute discretion.


 


4.5 Customary
Fringe Benefits. Executive understands and agrees that certain employee benefits may be provided to the Executive by the Company
incident to the Executive's employment. Executive will be eligible for all customary and usual fringe benefits generally available
to executive employees and all other employees of the Company subject to the terms and conditions of the Company’s benefit
plan documents. Executive understands and agrees that any employee benefits provided to the Executive by the Company incident to
the Executive's employment (other than Base Salary, Incentive Compensation and any applicable Severance Payment) are provided solely
at the discretion of the Company and may be modified, suspended or revoked at any time, without notice or the consent of the Executive,
unless otherwise provided by law. Moreover, to the extent that these benefits are provided pursuant to policies or plan documents
adopted by the Company, Executive acknowledges and agrees that these benefits shall be governed by the applicable employment policies
or plan documents. The benefits to be provided to Executive shall include group health and dental insurance and participation in
a 401- K plan.


 


4.6 Vacation
Days. Executive will be eligible to receive 15 vacation days per year. Vacation time is an accrued benefit and will be paid
out at termination in accordance with the Company’s standard policies. In addition, Executive will be eligible to receive
two floating holidays per year.


 


4.7 Business
Expenses. Executive will be reimbursed for all reasonable, out- of-pocket business expenses incurred in the performance of
Executive’s duties on behalf of the Company, including travel-related expenses. To obtain reimbursement, expenses must be
submitted promptly with appropriate supporting documentation in accordance with the Company’s policies.


 


5. Confidentiality
and Proprietary Agreement. Executive agrees to abide by the Company’s Employee Proprietary Information and Inventions
Agreement (the “Non-Disclosure Agreement”), which Executive has signed and is incorporated herein by reference.


 


6.Termination of Executive’s Employment.


 


6.1 Termination
for Cause by the Company. The Company may terminate Executive’s employment immediately at any time and without notice
for “Cause.” For purposes of this Agreement, “Cause” shall mean (i) a material breach by Executive of this
Agreement or


the Non-Disclosure Agreement;
(ii) the death of Executive or his disability resulting in his inability to perform his reasonable duties assigned hereunder for
a period of 180 days; (iii) Executive’s theft, dishonesty, or falsification of any Company documents or records; (iv) Executive’s
improper use or disclosure of the Company’s confidential or proprietary information; or (v) Executive’s conviction
(including any plea of guilty or nolo contendere) of any criminal act which impairs Executive’s ability to perform his duties
hereunder or which in the Board’s judgment may materially damage the business or reputation of the Company; provided, however,
that prior to termination for cause arising under clause (i), Executive shall have a period of ten days after written notice from
the Company to cure the event or grounds constituting such cause. Any notice of termination provided by Company to Executive under
this Section 6.1 shall identify the events or conduct constituting the grounds for termination with sufficient specificity so as
to enable Executive to take steps to cure, if curable, the same if such default is a material breach by Executive of this Agreement
of the Non-Disclosure Agreement. In the event Executive’s employment is terminated in accordance with this subsection 6.1,
Executive shall be entitled to receive only the Base Salary and any earned Incentive Compensation (as defined in Section 4.3 above)
then in effect, prorated to the date of termination. All other obligations of the Company to Executive pursuant to this Agreement
will be automatically terminated and completely extinguished.


 






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6.2 Termination
Without Cause By The Company/Separation Package. The Company may terminate Executive’s employment under this Agreement
without Cause (as defined in Section 6.1 above) at any time on thirty (30) days’ advance written notice to Executive. In
the event of such termination, Executive will receive Executive’s Base Salary through the date of termination and a prorated
portion of any Incentive Compensation that was earned under Section 4.3 through the date of termination. Upon such termination
without Cause, any then unvested stock options granted to Executive by the Company will become fully vested and Executive shall
have six months from the date of termination within which to exercise his vested options. In addition, upon a termination of Executive’s
employment by the Company without Cause, Executive will be eligible to receive a “Severance Payment” equivalent
to six months of Executive’s then Base Salary, payable in full within thirty (30) days after termination, provided that Executive
first satisfies the Severance Conditions. For purposes of this Agreement, the “Severance Conditions” are defined
as (1) Executive’s execution and non- revocation of a full general release, in the form attached hereto as Exhibit A, and
such release has become effective in accordance with its terms prior to the 30th day following the termination date; and (2) Executive’s
reaffirmation of Executive’s commitment to comply, and actual compliance, with all surviving provisions of this Agreement.
Following payment of the Severance Payment, Base Salary, any Incentive Compensation and any benefits required to be paid in accordance
with applicable benefit plans through the date of termination, all other obligations of the Company to Executive pursuant to this
Agreement will be automatically terminated and completely extinguished.


 


6.3 Termination
Upon a Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (1) a merger or
consolidation or the sale or exchange by the stockholders of the Company of capital stock of the Company, where the stockholders
of the Company immediately before such transaction do not obtain or retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock or other voting equity of the surviving or acquiring corporation or other surviving or
acquiring entity, in substantially the same proportion as before such transaction; (2) any transaction or series of related transactions
to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or
(3) the sale or exchange of all or substantially all of the Company’s assets (other than a sale or transfer to a subsidiary
of the Company as defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”)),
where the stockholders of the Company immediately before such sale or exchange do not obtain or retain, directly or indirectly,
at least a majority of the beneficial interest in the voting stock or other voting equity of the corporation or other entity acquiring
the Company’s assets, in substantially the same proportion as before such transaction; provided, however, that
a Change of Control shall not be deemed to have occurred pursuant to any transaction or series of transactions relating to a public
or private financing or re-financing, the principal purpose of which is to raise money for the Company’s working capital
or capital expenditures and which does not result in a change in a majority of the members of the Board. If, within six (6) months
immediately preceding a Change of Control or within twelve (12) months immediately following a Change of Control, the Executive’s
employment is terminated by the Company for any reason other than Cause, then the Executive shall be entitled to receive the Severance
Payment and stock option vesting and exercisability set forth in Section 6.2, provided that Executive first satisfies the Severance
Conditions. Following payment of the Severance Payment, Base Salary, any Incentive Compensation and any benefits required to be
paid in accordance with applicable benefit plans through the date of termination, all other obligations of the Company to Executive
pursuant to this Agreement will be automatically terminated and completely extinguished.


 






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6.4 Resignation.
Executive shall have the right to terminate this Agreement at any time, for any reason, by providing the Company with thirty (30)
days written notice, provided, however, that subsequent to Executive’s resignation, Executive shall be required to comply
with all surviving provisions of this Agreement. Executive shall not be entitled to any Severance Pay. Executive will only be entitled
to receive Executive’s Base Salary earned up to the date of termination. Notwithstanding the foregoing, Executive has the
right upon thirty (30) days written notice to the Company to terminate Executive’s employment for “Good Reason”
due to occurrence of any of the following: (i) a material adverse change in Executive’s title, duties or responsibilities;
(ii) any failure by the Company to pay, or any reduction by Company of, the base salary or any failure by Company to pay any Incentive
Compensation to which Executive is entitled pursuant to Section 4; (iii) the Company creates a work environment designed to constructively
terminate Executive or to unlawfully harass or retaliate against Executive; or (iv) a Change of Control occurs in which the Company
is not the surviving entity and the surviving entity fails to offer Executive an executive position at a compensation level at
least equal to Executive’s then compensation level under this Agreement. In the event that Executive terminates his employment
for Good Reason, then Executive shall be entitled to receive the Base Salary, any earned Incentive Compensation, Severance Payment
and stock option vesting and exercisability as if Executive were terminated by the Company without Cause under Section 6.2, subject
to Executive’s compliance with all of the Severance Conditions.


 


6.5Application of Section 409A.


 


6.5(a)
Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes
a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A


of the Code (the “Section 409A Regulations”)
shall be paid unless and until Executive has incurred a “separation from service” within the meaning of the Section
409A Regulations.


 


6.5(b)
Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A
of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements
of Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive
pursuant to this Agreement. In any event, except for Company’s responsibility to withhold applicable income and employment
taxes from compensation paid or provided to Executive, Company shall not be responsible for the payment of any applicable taxes
on compensation paid or provided to Executive pursuant to this Agreement.


 


6.5(c)
Furthermore, to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations
as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable
on account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment
Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier,
the date of Executive’s death following such separation from service. All such amounts that would, but for this Section,
become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.


 






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6.5(d)
Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement
shall be subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year
shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (ii) the reimbursement
of eligible expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event
later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit.


 


6.5(e)
For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as
a right to a series of separate payments.


 


7.Post-Employment Covenants.


 


7.1Non-Competition.
In consideration of the various covenants and obligations of the Company pursuant to this Agreement, for a period of [12 months]
following the termination of the Executive’s employment (the “Restrictive Period”), Executive shall not (either
directly or indirectly as an employee, partner, officer, consultant, shareholder or otherwise of any corporation, governmental
body, individual, partnership, limited liability company, trust or other entity) promote, distribute or sell any product or service
or engage in any business activity that is the same as, substantially similar to or otherwise competitive with the business conducted
by the Company and its subsidiaries as of the termination of Executive’s employment, that business being the research and/or
commercialization of tumor infiltrating lymphocytes (TIL). Executive understands and agrees that in view of the Company’s
worldwide business interests, this limitation similarly applies on a worldwide basis and that such worldwide limitation is reasonable
and necessary.


 


7.2Non-Solicitation. Executive
agrees that during the Restrictive Period, Executive shall not:


(a)Solicit or
in any manner encourage, either directly or indirectly, any employee or consultant of the Company to leave the Company for any
reason; nor will he interfere in any other manner with the employment or business relationships at the time existing between the
Company and its current or prospective employees or consultants; or


 


(b)Induce or
attempt to induce any customer, supplier, distributor, licensee or other business affiliate of the Company to cease doing business
with the Company or in any way interfere with the existing business relationship between any customer, supplier, distributor, licensee
or other business affiliate and the Company.


 


7.3 Non-Disparagement.
Executive agrees, at all times following the Effective Date, not to, directly or indirectly, on his behalf or on behalf of any
other person or entity, (a) take any action which is intended, or could reasonably be expected, to harm, disparage, defame, slander,
or lead to unwanted or unfavorable publicity for the Company, its subsidiaries or any of their respective affiliates, or its or
their respective equityholders, directors, officers, members, managers, partners, employees, representatives or agents, or otherwise
take any action which could reasonably be expected to detrimentally affect the reputation, image, relationships or public view
of any such person or entity or (b) attempt to do any of the foregoing, or assist, entice, induce or encourage any other person
or entity to do or attempt to do any activity which, were it done by Executive, would violate any provision of this Section 7.3;
provided, however, that Executive shall not be prohibited by this Section 7.3 from (i) making truthful statements when required
by order of a court or other body of competent jurisdiction or as required by law or (ii) solely within the context of seeking
judicial enforcement of legal or contractual rights against a person or entity.


 






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7.4 Remedies.
Executive acknowledges that the duration of the Restrictive Period and the geographical area of the imposed restrictions are fair
and reasonable and are reasonably required for the protection of the Company’s business interests, including its goodwill.
The Executive (a) acknowledges that his failure to comply with any requirement of this Section 7 this Agreement will cause the
Company irreparable harm and that a remedy at law for such a failure would be an inadequate remedy; and (b) consents to the Company’s
obtaining from a court having jurisdiction specific performance, an injunction, a restraining order or any other equitable relief
in order to enforce any such provision. The right to obtain such equitable relief shall be in addition to, and not in lieu of,
any other remedy to which the Company is entitled under applicable law (including, but not limited to, monetary damages). If any
court of competent jurisdiction shall at any time deem the term of this Agreement or any particular provision set forth in this
Section 7 too lengthy or the territory too extensive, the other provisions of this Agreement shall nevertheless stand, the Restrictive
Period herein shall be deemed to be the longest period permissible by law under the circumstances and the territory herein shall
be deemed to comprise the largest territory permissible by law under the circumstances. The court in each case shall reduce the
time period and/or territory to the permissible duration or size, and the Executive shall be bound by such reformed terms.


 


8.General Provisions.


 


8.1 Successors
and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Company. Executive shall not be entitled to assign any of Executive’s rights or obligations
under this Agreement.


 


8.2 Waiver.
Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision,
or prevent that party thereafter from enforcing each and every other provision of this Agreement.


 


8.3 Attorney’s
Fees. In the event of any dispute or claim relating to or arising out of Executive’s employment relationship with Company,
this Agreement, or the termination of Executive’s employment with Company for any reason, the prevailing party in any such
dispute or claim shall be entitled to recover its reasonable attorney’s fees and costs.


 


8.4 Severability.
In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction,
such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being
intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification
is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity
and enforceability of the remaining provisions shall not be affected thereby.


 


8.5 Interpretation;
Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this
Agreement. Executive has participated in the negotiation of the terms of this Agreement. Furthermore, Executive acknowledges that
Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore,
the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.


 






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8.6 Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the internal laws
of the State of New York.


 


8.7 Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given
as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt;
(c) by telecopy, facsimile transmission, or electronic transmission such as e-mail, upon acknowledgment of receipt of electronic
transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent
to the addresses set forth below each party’s signature, or such other address as either party may specify in writing.


 


8.8 Entire
Agreement. This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes
all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may
be amended or modified only with the written consent of Executive and the Company. No oral waiver, amendment or modification will
be effective under any circumstances whatsoever.


 


 


[Execution Page Follows]


 




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THE
PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE,
THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.


 





	 	EXECUTIVE:
	 	/s/ Dr. Steven A. Fischkoff
	 	 
	 	Dr. Steven A. Fischkoff
	 	 
	 	 
	 	COMPANY:
	 	 
	 	Lion Biotechnologies, Inc.
	 	 
	 	By: /s/ Elma Hawkins
	 	 
	 	Name:  Elma Hawkins
	 	Title:  President & Chief Executive Officer
	 	112 W. 34th Street 18th Floor
	 	New York, NY 10120







 


 


 


 




     


     


    

Exhibit A


Form of Release and
Waiver of Claims


 


In consideration for the severance payments and
other benefits provided for in the Executive Employment Agreement, effective as of February 8, 2016 (the “Employment Agreement”),
I, Steven Fischkoff, hereby furnish Lion Biotechnologies, Inc., a Nevada corporation (the “Company”) with the
following release and waiver (the “Release and Waiver”).


 


In exchange for the consideration provided to me
by the Employment Agreement, I hereby generally and completely release the Company and its officers, directors, employees, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions
occurring prior to my signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising
out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to
my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all
claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all
tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public
policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment,
retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of


1990, and the federal Age Discrimination in Employment
Act of 1967 (as amended) (“ADEA”).


 


I acknowledge that, among other rights, I am waiving
and releasing any rights I may have under ADEA and that this Release and Waiver is knowing and voluntary. I further acknowledge
that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein
does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an
attorney prior to executing this Release and Waiver; (c) I have 21 days in which to consider this Release and Waiver (although
I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven days following the execution of this Release
and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the eighth
day after I execute this Release and Waiver and the revocation period has expired. Notwithstanding the foregoing, nothing contained
in this Release and Waiver shall waive, release or otherwise diminish any claims that I might have at law or in equity for payment
of severance or other benefits to which I am entitled under the terms of the Employment Agreement.


 


I acknowledge my continuing obligations under
my Employee Proprietary Information and Inventions Agreement between myself and the Company (the “Confidentiality Agreement”).
I understand and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release
and Waiver and is contingent upon my continued compliance with my Confidentiality Agreement.




     


     


    

 


This Release and Waiver, including the Confidentiality
Agreement, and the Employment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between
the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that
is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized
officer of the Company.


 


 





	 	 
	Steven Fischkoff	 
	 	 	 
	 	 	 
	 	 	 
	Dated: