Exhibit 10.21


  


AMENDED
AND RESTATED INCENTIVE COMPENSATION AGREEMENT


  


This
Amended and Restated Incentive Compensation Agreement, dated as of March 21, 2019, is by and between ImmuCell Corporation, a Delaware
corporation (the “Company”) and Elizabeth L. Williams (the “Executive”), and replaces and supersedes in
its entirety the Incentive Compensation Agreement, dated as of March 6, 2017, between the Company and the Executive.


  


WITNESSETH:


 


WHEREAS,
the Company wishes to provide to the Executive additional incentive compensation opportunities in order to induce the Executive
to remain in the Company’s employ and to further incentivize her to continue her leadership efforts toward the successful
commercialization of Re-TainTM; and


 


WHEREAS,
the Executive, in partial consideration of such potential additional compensation, is willing to agree to certain restrictions
relating to the solicitation of Company employees, consultants and independent contractors;


 


NOW,
THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1. Incentive
Compensation. The Company agrees to pay to the Executive $100,000 when the Company receives all FDA approvals needed for
the commencement of sales of Re-TainTM in the United States, provided, however, that any such payment shall be due and
payable only if the Executive is employed by the Company at the time of such FDA approvals. The applicable payment shall be
made within thirty days (30) days of receipt of such FDA approvals, and shall be subject to all required tax withholdings.
This supersedes paragraph 2 of the letter from the Company to the Executive dated March 2, 2016.


 


In
addition, if the Company undergoes a Change of Control or sells or licenses all or substantially all of the rights to manufacture
and sell Re-TainTM, and at the time of such Change of Control, sale or license the Executive is an employee of the Company,
the Company will make the payment to the Executive described in the first paragraph of this Section 1. For purposes hereof, “Change
of Control” means (a) the sale of all or substantially all of the Company’s assets, or (b) the sale or issuance of
capital stock of the Company, in a single transaction or series of related transactions, or a merger, consolidation or similar
transaction to which the Company is party, the result of which is one or more persons or entities acting together directly or
indirectly acquiring a majority of the outstanding capital stock of the Company or of the surviving or resulting entity in such
transaction. For purposes hereof, a license of all or substantially all of the rights to manufacture and sell Re-TainTM shall
not include a transaction in which the Company continues to perform manufacturing services to or for the benefit of the licensee.


 


2. Non-Solicitation.
The Executive agrees, during the period in which she is employed by the Company and for one (1) year thereafter, not to
solicit, or assist or induce any other person or entity in the soliciting, any person who at that time is (or within the
preceding ninety (90) days was) an employee of, or a consultant or independent contractor to, the Company to leave his or her
employment, consultancy or independent contractor status with the Company.


   


	 	IMMUCELL CORPORATION
	 	 
	 	By:	 /s/ Michael F. Brigham
	 	 	Michael F. Brigham, its President
	 	 
	 	 	/s/ Elizabeth L. Williams
	 	 	Elizabeth L. Williams