Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of February 25, 2022 by and between Jasper Therapeutics, Inc., a Delaware corporation (the “Corporation”),
and Ronald Martell (the “Executive”).


 


RECITALS


 


THE PARTIES ENTER THIS AGREEMENT on the
basis of the following facts, understandings and intentions:


 


A. The
Corporation desires that the Executive be employed by the Corporation to carry out the duties and responsibilities described below, all
on the terms and conditions hereinafter set forth.


 


B. The
Executive desires to accept such employment on such terms and conditions.


 


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


 


1. Employment
and Duties.


 


1.1 Employment.
The Corporation does hereby hire, engage and employ the Executive on an at-will basis, subject to the terms and conditions expressly set
forth in this Agreement, including, but not limited to, Sections 5 and 6 of this Agreement. The Executive does hereby accept and agree
to such hiring, engagement and employment on the terms and conditions expressly set forth in this Agreement.


 


1.2 Duties;
Appointment to Board of Directors. The Executive shall serve the Corporation as its Chief Executive Officer and President and
shall perform and have the responsibilities, duties, status and authority customary for such positions in an organization of the size
and nature of the Corporation, subject to the corporate policies of the Corporation as in effect from time to time (including, without
limitation, the Corporation’s business conduct and ethics policies, as they may be amended from time to time). In this position,
the Executive shall report to the Corporation’s Board of Directors (the “Board”) and shall render such administrative,
financial and other executive and managerial services to the Corporation and its affiliates as the Board may from time to time direct.
In addition, upon the commencement of the Executive’s employment with the Corporation, the Executive will be appointed to the Board,
and, so long as the Executive is the Chief Executive Officer of the Corporation, the Corporation shall recommend that its stockholders
vote to maintain the Executive’s position as a member of the Board at each applicable meeting of its stockholders.


 






     


     


    

 


1.3 No
Other Employment; Time Commitment. For so long as the Executive is employed with the Corporation, the Executive shall both (i)
devote the Executive’s full business time, energy and skill to the performance of the Executive’s duties for the Corporation
and (ii) hold no other employment or consulting positions. Notwithstanding the foregoing, the Executive may serve on managing or advisory
boards of non-profit entities and up to three (3) managing or advisory boards of for-profit companies (which number shall be reduced to
two (2) managing or advisory boards of for-profit companies as of the date six (6) months following the Effective Date (as defined below)),
so long as such service does not interfere with the Executive’s duties to, or otherwise create a conflict of interest with respect
to, the Corporation. The Board shall have the right to require the Executive to resign from any board or similar body on which the Executive
may then serve if the Board determines that such activity interferes with the effective discharge of the Executive’s duties and
responsibilities to the Corporation or that any business related to such service is then in competition with any business of the Corporation
or any of its affiliates, successors or assigns.


 


1.4 No
Breach of Contract. The Executive hereby represents to the Corporation: (i) that the execution and delivery of this Agreement
by the Executive and the Corporation and the performance by the Executive of the Executive’s duties hereunder shall not constitute
a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound;
(ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to
any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out the Executive’s
duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any other
person or entity which would prevent, or be violated by, the Executive (x) entering into this Agreement or (y) carrying out
the Executive’s duties hereunder.


 


1.5 Location.
The Executive’s principal place of employment initially shall be the offices of the Corporation’s headquarters, currently
located in Northern California. The Executive acknowledges that business travel may be required from time to time in the course of performing
the Executive’s duties for the Corporation.


 


2. Term.
The Executive’s employment under this Agreement shall commence as of such date as may be mutually agreed upon by the Executive and
the Corporation, which in no event shall be later than March 15, 2022 (the “Effective Date”). The period from the Effective
Date until the termination of the Executive’s employment under this Agreement is hereinafter referred to as “the term of this
Agreement” or “the term hereof.” Until the occurrence of the Effective Date, this Agreement shall be null and void and
without force or effect.


 






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3. Compensation.


 


3.1 Base
Salary. During the term hereof, the Executive’s base salary (the “Base Salary”) shall be paid in accordance
with the Corporation’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments.
As of the Effective Date, the Executive’s Base Salary shall be at an annualized rate of $675,000. During the term hereof, the Compensation
Committee of the Board (the “Compensation Committee”) will annually review and adjust the Executive’s rate of
Base Salary.


 


3.2 Incentive
Bonus. During the term hereof, in addition to the Base Salary, the Executive shall be eligible to receive an annual incentive
bonus (“Incentive Bonus”) for each fiscal year with a target amount of 50% of Base Salary. The actual amount of any
Incentive Bonus earned by the Executive each year shall be determined in good faith by the Compensation Committee in its reasonable discretion,
based on the achievement of performance objectives established for that particular fiscal year by the Compensation Committee, in consultation
with the Executive. The Incentive Bonus earned for each fiscal year (if any) shall be paid as soon as practicable following the Board’s
certification of financial results for the applicable calendar year, subject to the Executive’s continued employment by the Corporation
or its affiliates through the applicable payment date.


 


3.3 Equity Compensation. Pursuant
to the Jasper Therapeutics, Inc. 2021 Equity Incentive Plan or an inducement equity plan adopted by the Corporation (either as may
be amended or restated from time to time, the “Plan”) and subject to the approval of the Board or the
Compensation Committee, the Executive will receive an option to purchase a number of shares of the Corporation’s common stock
equal to 4.5% of the number of shares of the Corporation’s outstanding common stock, measured as of the date of the grant (the
“Option”). The Option will be subject to the terms and conditions of the Plan and the Corporation’s
standard form of option agreement for executive option grants, and the shares subject to the Option will vest over four years, with
25% of the shares vesting on the first anniversary of the Effective Date and the remaining shares vesting in equal monthly
installments over the subsequent three years, subject to the Executive’s continued service with the Corporation through the
applicable vesting date. In addition, in the event the Corporation closes an equity financing of at least $50 million after the
Effective Date, then, promptly following the closing of such financing, the Executive shall be granted an additional option (the
“True-Up Option”) covering such number of shares of the Corporation’s common stock equal to 1.0% of the
number of shares of the Corporation’s outstanding common stock, measured as of the date of grant. The True-Up Option will be
subject to the terms and conditions of the Plan and the Corporation’s standard form of option agreement for executive option
grants, and the shares subject to the True-Up Option will vest over four years, with 25% of the shares vesting on the first
anniversary of the date of grant and the remaining shares vesting in equal monthly installments over the subsequent three years,
subject to the Executive’s continued service with the Corporation through the applicable vesting date.


 






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4. Benefits.


 


4.1 Retirement,
Welfare and Fringe Benefits. During the term hereof, the Executive shall be eligible to participate in all employee retirement
and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Corporation to the Corporation’s
executive employees generally, in accordance with the terms of such plans and as such plans or programs may be in effect from time to
time.


 


4.2 Reimbursement
of Expenses. During the term hereof, the Executive shall be authorized to incur reasonable expenses to facilitate performance
of his duties under this Agreement. The Executive shall be eligible for reimbursement of such expenses, subject to the Corporation’s
expense reimbursement policies and the discretion of the Board.


 


4.3 Vacation
and Other Leave. During the term hereof, the Executive shall accrue paid time off and other leave in accordance with the applicable
policies of the Corporation.


 


4.4 Indemnification.
The Executive shall be provided indemnification, and coverage under the Corporation’s D&O liability insurance policies, to the
same extent as other executive officers of the Corporation.


 


5. Termination
of Employment.


 


5.1 Generally.
The Executive’s employment by the Corporation, and the term hereof, may be terminated at any time (i) by the Corporation with or
without Cause (as defined in Section 5.4), (ii) by the Corporation in the event that the Executive has incurred a Disability (as defined
in Section 5.4), (iii) by the Executive for any reason, or (iv) due to the Executive’s death.


 


5.2 Notice
of Termination. Any termination of the Executive’s employment under this Agreement (other than because of the Executive’s
death) shall be communicated by written notice of termination from the terminating party to the other party, which termination shall be
effective (i) no less than thirty (30) days following delivery of such notice in the event of a termination by the Executive for any reason
or (ii) immediately in the event of a termination by the Corporation. The notice of termination shall indicate the specific provision(s)
of this Agreement relied upon in effecting the termination.


 


5.3 Benefits
Upon Termination.


 


(a) Upon
any termination of the Executive’s employment with the Corporation (the date of termination, the “Severance Date”),
the Corporation shall pay to the Executive (or the Executive’s estate, if applicable) (i) any Base Salary that had accrued but had
not been paid (including accrued and unpaid vacation time) on or before the Severance Date; (ii) any reimbursement due to the Executive
pursuant to Section 4.2 for expenses incurred by the Executive on or before the Severance Date; and (iii) any other amounts required under
applicable law (collectively, the “Accrued Obligations”). The treatment (including, without limitation, the cancellation
or vesting thereof and/or the entitlement of the Executive thereto) of any outstanding equity awards then held by the Executive as of
the Severance Date shall be subject to the applicable terms of the Plan and the applicable award agreements.


 


(b) If,
during the term hereof the Executive’s employment is terminated by the Corporation without Cause or by the Executive with Good Reason
(an “Involuntary Termination”), the Corporation shall pay the Executive (in addition to the Accrued Obligations payable
in accordance with Section 5.3(a)) an amount equal to 18 months of the Executive’s Base Salary at the rate in effect on the Severance
Date (collectively, the “Severance Benefit”). The Corporation shall pay (or provide, as applicable) the Severance Benefit
to the Executive in substantially equal installments during the 18-month period commencing on the Executive’s Involuntary Termination
in accordance with the Corporation’s payroll cycle; provided, however, that amounts that otherwise would be scheduled to be paid
during the Release Period (as defined in Section 5.4(a)) shall accrue and shall be paid on the first payroll date following the expiration
of the Release Period.


 






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(c) Notwithstanding
anything to the contrary in this Section 5.3, if the Executive’s termination of employment is not a “Separation from Service”
within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
and other published guidance thereunder (including §1.409A-1(h)), then, if required in order to comply with the provisions of Section
409A of the Code, payment of the Severance Benefit shall be delayed until such a Separation from Service occurs. The treatment (including,
without limitation, the cancellation or vesting thereof and/or the entitlement of the Executive thereto) of any outstanding equity awards
then held by the Executive as of the Severance Date shall be subject to the applicable terms of the Plan and the applicable award agreements.


 


(d) Notwithstanding
the foregoing provisions of this Section 5.3, if the Executive is found to have breached the Executive’s obligations under Section
6 of this Agreement, (i) the Executive shall no longer be entitled to, and the Corporation shall no longer be obligated to pay, any remaining
unpaid portion of the Severance Benefit as of the date of such breach, and (ii) the Executive shall, at the request of the Corporation,
repay any portion of the Severance Benefit previously paid or provided to the Executive. (For purposes of determining repayment of benefits,
if any, the Executive shall repay the Corporation its costs incurred to provide such benefits.) Any disputes with respect to the application
of this Section 5.3(d) will be subject to Section 17 hereof; provided that during the pendency of any such dispute, the Corporation
will be entitled to withhold any payments pursuant to this Section 5.3 so long as the Corporation believes, in good faith, that it is
reasonably likely to prevail in such dispute.


 


(e) The
foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees
under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan; (ii) the Executive’s
rights under COBRA to continue participation in medical, dental, hospitalization and such other benefit plans covered by COBRA; or (iii) the
Executive’s receipt of benefits otherwise due in accordance with the terms of the Corporation’s 401(k) plan (if any).


 






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5.4 Release;
Exclusive Remedy.


 


(a) As
a condition precedent to any Corporation obligation to the Executive pursuant to Section 5.3(b) and Section 5.3(c), the Executive shall,
upon or within sixty (60) days following termination of employment with the Corporation (such 60-day period being referred to as the “Release
Period”), provide the Corporation with a valid, executed general release in the Corporation’s standard form, and such
release agreement shall have not been revoked by the Executive, and shall have become non-revocable, pursuant to, or in accordance with,
any revocation rights afforded by applicable law prior to the expiration of the Release Period.


 


(b) The
Executive agrees that the payments and benefits contemplated by Section 5.3 shall constitute the exclusive and sole remedy for any termination
of employment during the term of this Agreement and the Executive covenants not to assert or pursue any other remedies, at law or in equity,
with respect to any termination of employment. For the avoidance of doubt, Executive agrees that, irrespective of the terms of the Severance
Plan, Executive shall not be entitled to any payments or benefits under the Severance Plan, and Executive hereby disclaims any rights
that Executive might otherwise have to receive payments or benefits under the Severance Plan.


 


5.5 Certain
Defined Terms. In the event of a conflicting definition between this Agreement and any other agreement between the Corporation
and the Executive, the definitions of Cause and Good Reason contained in this Agreement shall govern unless such other agreement states
otherwise by specifically making reference to this Agreement.


 


(a) As
used herein, “Cause” shall have the meaning ascribed to such term in the Severance Plan.


 


(b) As
used herein, “Disability” shall mean a disability that qualifies the Executive for benefits under the Corporation’s
long-term disability plan.


 


(c) As
used herein, “Good Reason” shall have the meaning ascribed to such term in the Severance Plan.


 


(d) As
used herein, “Severance Plan” shall mean the Corporation’s Severance Plan for Vice Presidents and Executive Committee
Members (as the same may be amended or restated from time to time).


 






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5.6 Resignation
from Directorships and Officerships. The termination of the Executive’s employment with the Corporation for any reason shall
be treated as the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Corporation
and any of its respective affiliates, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any
employee benefit plans or trusts established by the Corporation or any of its affiliates, in each case unless otherwise determined by
the Board or one of its committees. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance.
Furthermore, the Executive agrees to execute any documents evidencing such resignations that the Corporation reasonably requests.


 


6. Proprietary
Information and Inventions Assignment Agreement. As a condition of employment with the Corporation, the Executive shall be required
to sign and comply with the Corporation’s form of Proprietary Information and Inventions Assignment Agreement, as such form may
be amended from time to time to reflect changes in applicable law (the “Confidentiality Agreement”).


 


7. Non-Disparagement.
The Executive agrees that at no time during employment with the Corporation or thereafter shall the Executive make, or cause or assist
any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of,
the reputation, business or character of the Corporation, any Corporation affiliate, or any of their respective directors, officers, representatives,
agents or employees. Notwithstanding anything in this Section to the contrary; in no event shall any party be prohibited from providing
truthful testimony in connection with a legal proceeding or governmental investigation. In addition, nothing in this Agreement shall prohibit
the Executive from reporting a suspected violation of law to the appropriate governmental agency or authority.


 


8. Defense
of Claims. The Executive agrees that, during the term hereof and following the termination of the Executive’s employment,
upon request from the Corporation, the Executive will cooperate with the Corporation in the defense of any claims or actions that may
be made by or against the Corporation that affect the Executive’s prior areas of responsibility, except if the Executive’s
reasonable interests are adverse to the Corporation in such claim or action. The Corporation agrees that it shall reimburse the reasonable
out of pocket costs and attorney fees the Executive actually incurs in connection with the Executive providing such assistance or cooperation
to the Corporation, in accordance with the Corporation’s standard policies and procedures as in effect from time to time, provided
that the Executive shall have obtained prior written approval from the Corporation for any travel or legal fees and expenses incurred
by the Executive in connection with the Executive’s obligations under this Section 7. In addition, if the Executive no longer is
providing services to the Corporation, the Corporation shall reimburse the Executive for time spent providing such assistance at an hourly
rate equal to the Executive’s most recent annual Base Salary divided by 2080, rounded down to the nearest whole dollar.


 


9. Source
of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise,
shall be paid in cash from the general funds of the Corporation, and no special or separate fund shall be established, and no other segregation
of assets shall be made, to assure payment. The Executive shall have no right, title or interest whatsoever in or to any investments which
the Corporation may make to aid the Corporation in meeting its obligations hereunder. Any payments provided under this Agreement shall
be treated as amounts owed to an unsecured creditor of the Corporation.


 






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10. Withholding.
Notwithstanding anything else herein to the contrary, the Corporation may withhold (or cause there to be withheld, as the case may be)
from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other
taxes or other amounts as may be required to be withheld pursuant to any applicable law or regulation.


 


11. Clawback.
The Executive agrees that compensation payable to the Executive shall be subject to recapture or clawback pursuant to applicable policies
of the Corporation, as may be adopted from time to time, as well as applicable law, and the Executive shall reimburse the Corporation
for any amount previously paid by the Corporation to the Executive that is subject to recapture or clawback.


 


12. Assignment;
Binding Effect.


 


(a) By
the Executive. This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable
by the Executive.


 


(b) By
the Corporation. This Agreement and all of the Corporation’s rights and obligations hereunder shall not be assignable by the
Corporation except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Corporation’s
assets.


 


(c) Binding
Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the
Corporation and the Executive’s heirs and the personal representatives of the Executive’s estate.


 


13. Number
and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any
gender shall include all other genders.


 


14. Section
Headings. The section headings and titles of paragraphs and subparagraphs contained in this Agreement are for the purpose of convenience
only and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.


 


15. Governing
Law. This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal
relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance
with the laws of the State of California applicable to contracts executed solely in California and to be performed entirely within that
State


 


16. Survival
of Certain Provisions. Sections 5, 6, 7, 8, 9, 10, 11, 15, 16, 18, 19, 20, 21, 22 and 23 shall survive any termination or expiration
of this Agreement.


 


17. Entire
Agreement. This Agreement and the Confidentiality Agreement embody the entire agreement of the parties hereto respecting the matters
within its scope. As of the date hereof, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that
directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings
relating to the subject matter hereof shall be deemed to be of no force or effect, and the parties to any such other negotiations, commitments,
agreements or writings shall have no further rights or obligations thereunder. There are no representations, warranties, or agreements,
whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein.


 






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18. Modifications,
Waivers. This Agreement may not be amended, modified or changed (in whole or in part), except by an instrument in writing signed
by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this
Agreement.


 


19. Arbitration.
The Executive and the Corporation agree that to the extent permitted by law, any dispute or controversy arising out of, relating to, or
in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, or the
Executive’s employment by the Corporation or any termination thereof, will be settled by arbitration to be held at a location in
San Francisco, California in accordance with then applicable rules of the American Arbitration Association specifically designed for the
resolution of employment disputes. The Executive acknowledges that a copy of such rules in effect as of the date hereof has been provided
to the Executive. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator
will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in
any court having jurisdiction. The Corporation shall pay the costs associated with arbitration (arbitration fee and location fee, if any);
provided, however, that each party shall bear its own legal fees and expenses. Notwithstanding the foregoing, the arbitrator shall be
permitted to award costs associated with arbitration in the event the arbitrator determines a claim is frivolous.


 


20. Notices.
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing (including in electronic
formats) and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor,
(iii) sent to an email address of record, or (iv) sent by registered or certified mail, postage prepaid and return receipt requested.
Any notice shall be duly addressed to the parties as follows:


 


if to the Corporation:


 


Jasper Therapeutics, Inc.


2200 Bridge Parkway Suite #102


Redwood City, CA 94065

Attention: Chief Financial Officer


 


if to the Executive, to the address (or e-mail address) most recently
on file in the


personnel records of the Corporation.


 






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21. Code
Section 280G. If any payment or benefit Executive would receive pursuant to this Agreement or otherwise, including accelerated
vesting of any equity compensation (“Payment”) would (a) constitute a “parachute payment” within the meaning
of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this sentence, be subject
to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive shall be entitled to receive
and/or retain (as applicable) either (i) the Payments in full, or (ii) the Payments reduced such that there is no Excise Tax, whichever
results in the greater after-tax payment to the Executive (inclusive of applicable federal, state and local employment taxes, income taxes,
and the Excise Tax). If a reduction in Payments constituting “parachute payments” is necessary, reduction shall occur in the
following order: (x) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest
date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; and (y) accelerated
vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the
vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock
appreciation rights are reduced; and (z) employee benefits shall be reduced last and in reverse chronological order such that the benefit
owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In no
event will Executive have any discretion with respect to the ordering of Payment reductions. The Corporation shall appoint a nationally
recognized accounting firm to make the determinations required hereunder and perform the foregoing calculations and the Corporation shall
bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. Any good faith determinations
of the accounting firm made hereunder shall be final, binding and conclusive upon the Corporation and the Executive.


 


22. Code
Section 409A.


 


(a) This
Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that
intent. Each payment provided hereunder, whether part of a severance benefit or otherwise, is intended to be a separate payment for purposes
of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2).


 


(b) Notwithstanding
any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder or
under any other plan or agreement of the Corporation or any Corporation affiliate covering Executive, provides for the “deferral
of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with
the following:


 


(i) If
the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s
Separation from Service (within the meaning of Section 409A of the Code) (the “Separation Date”), then no payment of
non-qualified deferred compensation (within the meaning of Section 409A of the Code) otherwise to be made as a result of the Executive’s
Separation from Service shall be made or commence during the period beginning on the Separation Date and ending on the date that is six
months following the Separation Date or, if earlier, on the date of the Executive’s death. The amount of any payment that would
otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the first calendar month
following the end of such six-month period.


 






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(ii) Payments
with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the
last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses
or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible
for reimbursement, payment or provision in any other calendar year.


 


23. Blue-Pencil.
If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstances, under the
laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed, to the extent allowed by the laws of
such jurisdiction, to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, either
generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement
shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as
so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.


 


24. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.


 


25. Legal
Counsel. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity
to consult with legal counsel of their choice. The Executive agrees and acknowledges that he has read and understands this Agreement,
is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample
opportunity to do so. This Agreement has resulted from negotiations and discussions between the parties and no one party shall be treated
as drafting this Agreement for purposes of interpreting any provision hereof.





 


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IN WITNESS WHEREOF, the Corporation and
the Executive have executed this Agreement as of the date set forth above.


 


	 	“CORPORATION”
	 	 	 
	 	By:  	/s/ William Lis
	 	Name:	William Lis
	 	Title:	Executive Chairperson of the Board
	 	 	 
	 	“EXECUTIVE”
	 	 	 
	 	/s/ Ronald Martell
	 	Ronald Martell


  


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