Exhibit 10.1


 





 


May
23, 2018


 


Mr.
John Beck


2360
Nabal Street


Escondido,
CA 92025


 


Dear
Mr. Beck:


 


This
letter sets forth the terms of your employment with Ritter Pharmaceuticals, Inc. (the “Company”). You shall be employed
with the Company as the Chief Financial Officer with all of the duties, authorities and responsibilities commensurate with such
position and shall report to the Chief Executive Officer of the Company.


 


Start
Date


 


Your
employment with the Company will commence on May 24, 2018 (the “Effective Date”).


 


Compensation


 


Base
Salary: You will receive an annual base salary of $320,000, paid semi-monthly in accordance with the Company’s payroll
practice.


 


Bonus
Compensation: You will have the opportunity to earn an annual bonus based upon a percentage of your base salary and the
achievement of specific performance measures as determined by the Company. Your initial target bonus opportunity percentage equals
forty percent (40%). The Company will review your base salary and bonus opportunities at least annually for adjustments.


 


Severance:
You will be eligible for severance benefits under the Company’s policy for employees in positions comparable to yours
or pursuant to the terms, if any, of a separate agreement with the Company.


 


Stock
Option: Following the Effective Date, the Company will grant you an option, pursuant to the Company’s 2015 Equity
Incentive Plan (as amended from time to time, the “Plan”), to purchase 100,000 shares of the Company’s common
stock (the “Common Stock”) (the “Stock Option”) at a per-share exercise price equal to the closing price
for a share of the Common Stock as quoted on The NASDAQ Capital Market as of the date of grant, or if there are no sales of Common
Stock on the date of grant, the last preceding date for which such quotation exists as reported in The Wall Street Journal.
The Option shall be subject to four (4) year vesting, with twenty-five percent (25%) of the shares subject to the Option vesting
on the first anniversary of the Effective Date and the remaining shares vesting in thirty-six (36) equal monthly installments
at the end of each succeeding month. You will only have the right to exercise the Option with respect to shares that have vested.
The Option will be evidenced by the Company’s standard form of Stock Option Agreement.


 




    	 



    	 



    

 


Mr.
John Beck

May 23, 2018

Page -2-


 


Benefits


 


You
will be entitled to receive all employee benefits that the Company customarily makes available to employees in positions comparable
to yours. The Company currently provides employees in positions comparable to yours with two (2) weeks vacation per year. Additionally,
you will be eligible to receive additional equity award grants pursuant to the terms of the Company’s equity compensation
plans. You will also be entitled to receive up to $2,000.00 a month as reimbursement for reasonable travel and housing expenses
incurred by you in connection with your commuting to Los Angeles from Escondido. As business needs arise and require your presence
in the Los Angeles office more regularly, the Company will reimburse you for such additional reasonable expenses as may be pre-approved
by the Chief Executive Officer.


 


Governing
Law


 


The
validity, interpretation, construction and performance of the provisions of this letter shall be governed by the laws of the State
of California without reference to principles of conflicts of laws that would direct the application of the law of any other jurisdiction.


 


Severability


 


The
invalidity or unenforceability of any provision of this letter will not affect the validity or enforceability of the other provisions
of this offer letter, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad
in duration, scope or covered activity, the provision will be construed, and to the extent necessary will be deemed to be amended,
so as to be enforceable to the maximum extent compatible with applicable law.


 


Employment
Relationship; Modification of Terms of Offer


 


Please
be advised that neither this letter nor any statement made by the Company or its parent, subsidiaries or affiliates is intended
to be a contract of employment for a definite period of time. That means that the employment relationship established by this
letter is “at will” and either you or the Company may terminate the employment relationship at any time and for any
reason, with or without cause or notice. The Company may from time to time and in its own discretion, change the terms and conditions
of your employment with or without notice.


 


To
indicate your acceptance, please sign and return the enclosed copy of this letter to me by May 23, 2018.


 


Sincerely,


 


	Ritter
    Pharmaceuticals, Inc.	 
	 	 	 
	By:	/s/
    Andrew J. Ritter	 
	 	Andrew
    J. Ritter	 
	 	President	 
	 	                                                    	 
	ACCEPTED:	 
	 	 	 
	 	/s/ John
    Beck	 
	 	John
    Beck	 
	 	 	 
	Date: 	May
    22, 2018