Aspira Women’s Health Inc. 8-K


Exhibit
10.1


 










AMENDED
& RESTATED EMPLOYMENT AGREEMENT


 


THIS
AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) between Aspira Women’s Health Inc., a
Delaware corporation (the “Company”), and Valerie B. Palmieri (“Executive,” and together
with the Company, the “Parties”) is effective as of March 1, 2022 (the “Effective Date”).
This Agreement amends and restates the Employment Agreement between the Parties, dated January 1, 2015.


 


WHEREAS,
the Parties mutually desire to enter into this Agreement in order to establish the terms and conditions of the Executive’s
employment with the Company on and after the Effective Date.


 


NOW,
THEREFORE, the Parties agree as follows:


 


1.            Position. The Company will continue to employ Executive on the terms contained herein, with a change in position from President
and Chief Executive Officer to Executive Chairperson. The change in position is not intended, and shall not be construed, as a
separation of service or separation of employment for any reason, including but not limited to any equity incentive plans of the
Company. In the position of Executive Chairperson, Executive may devote time to outside board or advisory positions as pre-approved
by the Company’s Board of Directors.


 


2.            Compensation. The Company will pay Executive a base salary of $450,000 (“Base Salary”) on an annualized basis,
payable in accordance with the Company’s standard payroll policies, including compliance with applicable tax withholding
requirements. In addition, Executive will be eligible for a discretionary bonus of up to 75% of Executive’s base salary
as may be determined by mutual agreement of performance goals by the Company’s Board of Directors and Executive, with any
bonus paid by February 28th following the year in which it relates. For the avoidance of doubt, nothing herein shall
be construed to amend or otherwise alter the terms and condition of any stock options, equity awards, RSUs or other deferred compensation
previously granted to Executive.


 


3.            Benefits. During the term of Executive’s employment, Executive will be entitled to the Company’s standard benefits
covering employees at Executive’s level, including the Company’s group health, life, short- and long-term disability,
401(k) and other employee benefit plans, as such plans may be in effect from time to time, subject to the Company’s right
to cancel or change the benefit plans and programs it offers to its employees at any time.


 


4.            Term of Employment. Executive’s employment with the Company is for a term concluding on March 1, 2023 (the “Term”),
provided that either party may terminate Executive’s employment earlier in accordance with the provisions of Section 5,
and, further provided that the Company may, in its sole discretion, elect to extend the Term by an additional year by providing
Executive with written notice of such extension at least thirty (30) days prior to the expiration of the Term.


 


 



Certain
identified information has been excluded from this exhibit because it is both (1) not material and (2) is the type that the registrant
treats as private or confidential. 






     


     


    

 


5.           Termination. The Company may terminate Executive’s employment for Cause at any time, with or without prior notice.
The Company may terminate Executive’s employment without Cause upon written notice delivered at least sixty (60) days’
prior to the intended termination date. Executive may resign her employment at any time during the Term upon at least sixty (60)
days’ prior written notice prior to the intended termination date. In the event that the Company terminates Executive’s
employment for reasons other than for Cause (as defined below) or the Executive terminates her employment at any time following
the Effective Date, and provided that Executive signs and does not revoke a standard separation agreement releasing all claims
against the Company, in a form reasonably satisfactory to the Company, does not breach any provision of this Agreement (including
but not limited to Section 10, Section 11 and Section 12 hereof), and continues to comply with the Proprietary
Information & Inventions Agreement (“PIIA”), as hereinafter defined, Executive shall be entitled to receive, subject
to Section 14 below:


  


		(i)	continued
                                         payment of Executive’s Base Salary as then in effect for the remainder of the Term
                                         following the date of termination (the “Severance Period”), to be
                                         paid periodically in accordance with the Company’s standard payroll practices,
                                         provided that Executive shall immediately repay to the Company any amounts that she receives
                                         hereunder if within sixty (60) days following termination of her employment she either
                                         has failed to execute the standard release described above or has revoked the general
                                         release after she executes it;



 


		(ii)	continuation
                                         of Company health and dental benefits through COBRA premiums paid by the Company directly
                                         to the COBRA administrator during the Severance Period; provided, however, that such
                                         premium payments shall cease prior to the end of the Severance Period if Executive commences
                                         other employment with reasonably comparable or greater health and dental benefits;



 


		(iii)	any
                                         vested and exercisable options to purchase common stock of the Company that are held
                                         by Executive as of the date of termination shall expire upon the earliest to occur of
                                         (A) the two-year anniversary of the date of Executive’s termination of employment
                                         as President and Chief Executive Officer (March 1, 2024), unless by mutual agreement
                                         of Executive and Company or Board, Executive is in position of material, non-public information,
                                         then the Parties agree to extend the date of termination of the exercise by an additional
                                         six (6) months, (B) the date on which such options would have expired if Executive’s
                                         employment had continued through the full term of such option and (C) the date on which
                                         Executive breaches this Agreement, the PIIA or any other agreement between Executive
                                         and the Company or any of its affiliates; and



 


		(iv)	if
                                         Executive’s resignation or termination by the Company without Cause follows a Change
                                         of Control (as defined below) during the Term, then one-hundred percent (100%) of any
                                         then-unvested Company stock options then held by Executive will vest upon the date of
                                         such termination and the period of time for their exercise will be at the discretion
                                         of the Company, provided that no option shall be exercisable after expiration of its
                                         original term. To the extent it is necessary for the Executive to exercise such options
                                         upon or before such Change of Control, the Company shall use its best efforts to provide
                                         Executive with a reasonable period of advance written notice of such requirement.



 






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If
the Company terminates Executive’s employment for Cause, Executive shall have no entitlement to any further payments from
the Company other than Executive’s base salary accrued through the termination date together with any vested employee benefits,
and any stock options, equity awards, RSUs or other deferred compensation shall be treated in accordance with the governing plan
documents and award agreements.


 


Upon
the expiration of the Term, Executive’s agreement shall be deemed to terminate by mutual agreement of the parties. For the
avoidance of doubt, Executive will not be eligible for any payments or other benefits not described above after termination or
upon the expiration of the Term, except as may be required by law.


 


In
the event Executive’s employment ends for any reason, Executive shall be deemed to, automatically and without any further
action of Executive or the Company, have resigned from and relinquished any and all titles, offices, directorships, and authority
related to her employment with the Company, in each case effective as of the date her employment ends. Further, by signing this
Agreement, Executive irrevocably tenders her resignation from the Company’s Board of Directors effective as of the date
her service as Executive Chair ends, which tender of resignation the Board of Directors may or may not accept in its discretion
should the Executive be willing to continue as a Board member. Further, if the Executive is willing to continue as a Board member,
the Executive will be considered by the Nominating and Governance Committee for the role of Board Chair.


 


6.             Limited Release by Executive. In exchange for the mutual promises and covenants set forth in this Agreement, Executive,
for herself and anyone claiming through her, forever waives, releases and discharges the Company and its affiliates and their
respective current and former directors, officers, employees, and agents from all claims, charges, liabilities, expenses or demands,
in law or in equity, whether known or unknown, that Executive ever had, now has or may have, against any of them by reason of
any actual or alleged act, omission, transaction, practice, conduct or occurrence, or other matter arising from the beginning
of time to the date of this Agreement, related to Executive’s compensation from the Company prior to the date hereof, the
change in role effected by this Agreement, the defined term of employment established by this Agreement and the termination of
Executive’s employment upon the expiration of the Term, or claims Executive may have under any federal, state, city or local
laws prohibiting discrimination on the basis of age, sex, race, disability, religion, national origin, sexual orientation or any
other proscribed basis, including pursuant to Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act
of 1991, the Americans with Disabilities Act of 1990 and the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993,
Section 1981 of the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Connecticut Fair Employment
Practices Act, the Texas Commission on Human Rights Act, any federal, state or local laws against discrimination, or any other
federal, state or local statute or common law relating to employment, wages, hours, bonus, compensation or benefits or any other
terms and conditions of employment. For the avoidance of doubt, Executive is not releasing any claim to her entitlements under
or expressly preserved by this Agreement, including any employee benefits, vested or unvested equity awards, stock options or
other deferred compensation previously granted to her, or her rights to indemnification as a director or officer of the Company.
As a material inducement to Executive to enter into this Agreement and provide the foregoing limited release of claims, the Company
represents and warrants that its Board of Directors is not aware of any facts or circumstances that could reasonably be expected
to give rise to any claims against Executive and the Company hereby releases and forever discharges the Executive from any claims,
known or unknown, that Company may have against Executive arising from or relating to events arising on or before the date of
this Agreement.


 






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7.           Definitions. For purposes of this Agreement:


 


		(a)	“Cause”
                                         means termination of employment by reason of Executive’s:



 


		(i)	material
                                         breach of this Agreement, the PIIA or any other confidentiality, invention assignment
                                         or similar agreement with the Company;



 


		(ii)	repeated
                                         negligence in the performance of duties or nonperformance or misperformance of such duties
                                         that in the good faith judgment of the Board of Directors of the Company adversely affects
                                         the operations or reputation of the Company, which actions or inactions continue for
                                         a period of at least ten (10) days after written notice from the Company or Board;



 


		(iii)	refusal
                                         to abide by or comply with the good faith directives of the Company’s Board of
                                         Directors or the Company’s standard policies and procedures, which actions continue
                                         for a period of at least ten (10) days after written notice from the Company or Board;



 


		(iv)	violation
                                         or breach of the Company’s Code of Ethics, Financial Information Integrity Policy,
                                         Insider Trading Compliance Program, or any other similar code or policy adopted by the
                                         Company and generally applicable to the Company’s employees, as then in effect;



 


		(v)	willful
                                         dishonesty, fraud, or misappropriation of trade secrets, proprietary or confidential
                                         information, funds, or property of the Company;



 


		(vi)	conviction
                                         by or entry of a plea of guilty or nolo contendere, in a court of competent and final
                                         jurisdiction, for any crime which constitutes a misdemeanor or felony in the jurisdiction
                                         involved; or



 


		(vii)	abuse
                                         of alcohol or drugs (legal or illegal) that, in the Board of Director’s reasonable
                                         judgment, materially impairs Executive’s ability to perform Executive’s duties.



 


(b)          “Change of Control” means:


 


		(i)	after
                                         the date hereof, any “person” (as such term is used in Sections 13(d) and
                                         14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
                                         becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
                                         Act), directly or indirectly, of securities of the Company representing fifty percent
                                         (50%) or more of the total voting power represented by the Company’s then outstanding
                                         voting securities; or



 






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		(ii)	the
                                         date of the consummation of a merger or consolidation of the Company with any other corporation
                                         or entity that has been approved by the stockholders of the Company, other than a merger
                                         or consolidation that would result in the voting securities of the Company outstanding
                                         immediately prior thereto continuing to represent more than fifty percent (50%) of the
                                         total voting power represented by the voting securities of the Company or such surviving
                                         entity outstanding immediately after such merger or consolidation; or



 


		(iii)	the
                                         date of the consummation of the sale or disposition of all or substantially all of the
                                         Company’s assets.



 


		(c)	“Separation
                                         from Service” or “Separates from Service” shall mean Executive’s
                                         termination of employment, as determined in accordance with Treas. Reg. § 1.409A-1(h).
                                         Executive shall be considered to have experienced a termination of employment when the
                                         facts and circumstances indicate that Executive and the Company reasonably anticipate
                                         that either (i) no further services will be performed for the Company after a certain
                                         date, or (ii) that the level of bona fide services Executive will perform for the Company
                                         after such date (whether as an employee or as an independent contractor) will permanently
                                         decrease to no more than twenty percent (20%) of the average level of bona fide services
                                         performed by Executive (whether as an employee or independent contractor) over the immediately
                                         preceding thirty-six (36) month period (or the full period of services to the Company
                                         if Executive has been providing services to the Company for less than thirty-six (36)
                                         months). If Executive is on military leave, sick leave, or other bona fide leave of absence,
                                         the employment relationship between Executive and the Company shall be treated as continuing
                                         intact, provided that the period of such leave does not exceed six (6) months, or if
                                         longer, so long as Executive retains a right to reemployment with the Company under an
                                         applicable statute or by contract. If the period of a military leave, sick leave, or
                                         other bona fide leave of absence exceeds six (6) months and Executive does not retain
                                         a right to reemployment under an applicable statute or by contract, the employment relationship
                                         shall be considered to be terminated for purposes of this Agreement as of the first (1st)
                                         day immediately following the end of such six (6) month period. In applying the provisions
                                         of this Section, a leave of absence shall be considered a bona fide leave of absence
                                         only if there is a reasonable expectation that Executive will return to perform services
                                         for the Company.



 






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8.           Employment, Confidential Information and Invention Assignment Agreement. Executive understands and agrees that the Company
and its affiliates have legitimate interests in protecting their goodwill, relationships with customers, and in maintaining their
trade secrets and other proprietary and confidential information, which are valuable assets of the Company and its affiliates.
As a condition of Executive’s continued employment, Executive hereby reaffirms her commitment to her obligations under the
PIIA and represents and warrants that she has not breached the same. Executive acknowledges and agrees that the PIIA and the provisions
of Sections 10-12 of this Agreement are necessary and appropriate to protect the Company’s and its affiliates’
legitimate interests and are narrowly tailored to provide such protection. Executive agrees and acknowledges that, in connection
with Executive’s prior service to the Company, and her employment and unique relationship with the Company and its affiliates,
Executive has had access to and become familiar with, and will continue to have access to and become familiar with, confidential
and proprietary information and trade secrets belonging to the Company and its affiliates which Executive would not have otherwise
had but for Executive’s employment with, or other service to, the Company or its affiliates.







 


9.            Non Contravention. Executive represents to the Company that Executive’s signing of this Agreement, the PIIA, the
issuance of stock options to Executive, and Executive’s commencement of employment with the Company do not violate any agreement
Executive has with any of Executive’s previous employers and Executive’s signature confirms this representation.


 


10.          Non-Competition. Except as set forth in Section 1 of this Agreement, Executive agrees that, during the term of Executive’s
employment with the Company and for one (1) year following the termination of her employment, Executive will not engage in any
other employment, occupation, consulting or other business activity competitive with or directly related to the business in which
the Company is now involved or becomes involved , nor will Executive engage in any other activities that conflict with Executive’s
obligations to the Company. Executive acknowledges that compliance with the obligations of this Agreement is a condition to Executive’s
right to receive the severance payments set forth in Section 5 above.


 


11.          Nonsolicitation. Executive agrees that, during the term of Executive’s employment with the Company and for one (1)
year following the termination of her employment (the “Restricted Period”), Executive will not, directly or
indirectly, solicit or encourage any employee or contractor of the Company or its affiliates to affect, terminate employment with,
or cease providing services to, the Company or its affiliates. During the Restricted Period, Executive will not, whether for Executive’s
own account or for the account of any other person, firm, corporation or other business organization, solicit or interfere with
any person who is or during the period of Executive’s engagement by the Company was a collaborator, partner, licensor, licensee,
vendor, supplier, customer or client of the Company or its affiliates to the Company’s detriment. Executive acknowledges
that compliance with the obligations of this Section is a condition to Executive’s right to receive and retain the severance
payments set forth in Section 5 above.


 


12.          Nondisparagement. From the Effective Date of this Agreement and surviving any termination for any reason, Executive will
not disparage or defame, whether orally or in writing, whether directly or indirectly, whether truthfully or falsely, and whether
acting alone or through any other person, the Company or its affiliates or their respective current or former directors, officers,
employees, agents, successors or assigns (both individually or in their official capacities with the Company or its affiliates).
Executive acknowledges that compliance with the obligations of this Section is a condition to Executive’s right to receive
and retain the severance payments set forth in Section 5 above. Notwithstanding the foregoing, nothing in this Agreement
shall be construed to prohibit or limit Executive from reporting suspected violations of law to any governmental authority or
from providing truthful testimony when compelled to do so by valid legal process.


 






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13.         Arbitration and Equitable Relief.


 


		(a)	In
                                         consideration of Executive’s employment with the Company, its promise to arbitrate
                                         all employment related disputes and Executive’s receipt of the compensation and
                                         other benefits paid to Executive by the Company, at present and in the future, EXECUTIVE
                                         AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE
                                         COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, STOCKHOLDER OR BENEFIT PLAN OF THE COMPANY
                                         IN THEIR CAPACITY AS SUCH OR OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM
                                         EXECUTIVE’S EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF EXECUTIVE’S
                                         EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT
                                         TO BINDING ARBITRATION PURSUANT TO CONNECTICUT LAW. Disputes which Executive agrees to
                                         arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory
                                         claims under state or federal law, including, but not limited to, claims under Title VII
                                         of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age
                                         Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, and
                                         claims of harassment, discrimination or wrongful termination. Executive further understands
                                         that this agreement to arbitrate also applies to any disputes that the Company may have
                                         with Executive.



 


		(b)	Executive
                                         agrees that any arbitration will be administered by the American Arbitration Association
                                         (“AAA”) and that the neutral arbitrator will be selected in a manner
                                         consistent with its National Rules for the Resolution of Employment Disputes; provided,
                                         however, that the arbitrator shall be either a retired judge or an attorney with
                                         at least fifteen (15) years of experience in employment law who is currently licensed
                                         to practice law in the state in which the arbitration is convened. Executive agrees that
                                         the arbitrator shall have the power to decide any motions brought by any party to the
                                         arbitration, including motions for summary judgment and/or adjudication and motions to
                                         dismiss and demurrers, prior to any arbitration hearing. Executive also agrees that the
                                         arbitrator shall have the power to award any remedies, including attorneys’ fees
                                         and costs, available under applicable law. Executive understands the Company will pay
                                         for any administrative or hearing fees charged by the arbitrator or AAA except that Executive
                                         shall pay the first $125.00 of any filing fees associated with any arbitration that Executive
                                         initiates. Executive agrees that the arbitrator shall administer and conduct any arbitration
                                         in a manner consistent with the Rules and that to the extent that the AAA’s National
                                         Rules for the Resolution of Employment Disputes conflict with the Rules, the Rules shall
                                         take precedence. Executive agrees that the decision of the arbitrator shall be in writing.



 






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		(c)	Except
                                         as provided by the Rules and this Agreement, arbitration shall be the sole, exclusive
                                         and final remedy for any dispute between Executive and the Company. Accordingly, except
                                         as provided for by the Rules and this Agreement, neither Executive nor the Company will
                                         be permitted to pursue court action regarding claims that are subject to arbitration.
                                         Notwithstanding, the arbitrator will not have the authority to disregard or refuse to
                                         enforce any lawful company policy, and the arbitrator shall not order or require the
                                         Company to adopt a policy not otherwise required by law which the Company has not adopted.



 


		(d)	In
                                         addition to the right under the Rules to petition the court for provisional relief, Executive
                                         agrees that any party may also petition the court for injunctive relief where either
                                         party alleges or claims a violation of the PIIA between Executive and the Company or
                                         any other agreement regarding trade secrets, confidential information, nonsolicitation,
                                         or nondisparagement. Executive understands that any breach or threatened breach of such
                                         an agreement will cause irreparable injury and that money damages will not provide an
                                         adequate remedy therefor and both parties hereby consent to the issuance of an injunction.
                                         In the event either party seeks injunctive relief, the prevailing party shall be entitled
                                         to recover reasonable costs and attorneys’ fees.



 


		(e)	Executive
                                         understands that this Agreement does not prohibit Executive from pursuing an administrative
                                         claim with a local, state or federal administrative body such as the Equal Employment
                                         Opportunity Commission or the Workers’ Compensation Board. This Agreement does,
                                         however, preclude Executive from pursuing court action regarding any such claim.



 


		(f)	Executive
                                         acknowledges and agrees that Executive is executing this Agreement voluntarily and without
                                         any duress or undue influence by the Company or anyone else. Executive further acknowledges
                                         and agrees that Executive has carefully read this Agreement and that Executive has asked
                                         any questions needed for Executive to understand the terms, consequences and binding
                                         effect of this Agreement and fully understand it, including that Executive is waiving
                                         Executive’s right to a jury trial. Finally, Executive agrees that Executive has
                                         been provided an opportunity to seek the advice of an attorney of Executive’s choice
                                         before signing this Agreement.



 






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14.          Taxes. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Notwithstanding
the foregoing, Executive is solely responsible and liable for the satisfaction of any federal, state, province or local taxes
that may arise with respect to this Agreement (including any taxes arising under Section 409A of the Internal Revenue Code (“IRC”)).
Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to
pay such taxes, to prevent Executive from incurring them, or to mitigate or protect Executive from any such tax liabilities. Notwithstanding
anything in this Agreement to the contrary, if any amounts that become due under this Agreement on account of Executive’s
termination of employment constitute “nonqualified deferred compensation” within the meaning of IRC Section 409A,
payment of such amounts shall not commence until Executive incurs a Separation from Service. If, at the time of Executive’s
termination of employment under this Agreement, Executive is a “specified employee” (within the meaning of IRC Section
409A), any amounts that constitute “nonqualified deferred compensation” within the meaning of IRC Section 409A that
become payable to Executive on account of Executive’s Separation from Service (including any amounts payable pursuant to
the preceding sentence) will not be paid until after the end of the sixth (6th) calendar month beginning after Executive’s
Separation from Service (the “409A Suspension Period”). Within fourteen (14) calendar days after the end of
the 409A Suspension Period, Executive shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding
sentence. Thereafter, Executive shall receive any remaining benefits as if there had not been an earlier delay. Each payment due
under this Agreement is treated as a separate payment for purposes of Treasury Regulations Sections 1.409A-1(b)(4)(F) and 1.409A-2(b)(2).







 


15.          Liability Insurance. To the extent that the Company maintains liability insurance applicable to directors, officers, employees,
agents or fiduciaries, Executive shall be covered by such policies in such a manner as to provide to Executive the same rights
and benefits as are provided to the most favorably insured of the Company’s officers.


 


16.          Successors of the Company. 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. This Agreement shall be assignable by the Company in the
event of a merger or similar transaction in which the Company is not the surviving entity, or of a sale of all or substantially
all of the Company’s assets.


 


17.          Enforceability; Severability; Survival. If any provision of this Agreement shall be invalid or unenforceable, in whole
or in part, such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the
same valid and enforceable, 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. Sections 5-7,
10-14, 16-22 and 24 of this Agreement shall survive and continue in full force and effect in accordance with their respective
terms, notwithstanding any termination of Executive’s employment (without regard to the reason(s) for such termination).


 


18.          Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut without
giving effect to its choice of law rules. This Agreement is deemed to be entered into entirely in the State of Connecticut. This
Agreement shall not be strictly construed for or against either party.


 


19.          No Waiver. No waiver of any term of this Agreement constitutes a waiver of any other term of this Agreement.


 


20.          Amendment To This Agreement. This Agreement may be amended only in writing by an agreement specifically referencing this
Agreement, which is signed by both Executive and an executive officer or member of the Board of Directors of the Company authorized
to do so by the Board by resolution.


 






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21.          Headings. Section headings in this Agreement are for convenience only and shall be given no effect in the construction
or interpretation of this Agreement.


 


22.          Notice. All notices made pursuant to this Agreement, shall be given in writing, delivered by a generally recognized overnight
express delivery service, and shall be made to the following addresses, or such other addresses as the Parties may later designate
in writing:


 


If
to the Company:



Aspira Women’s Health Inc.

12117 Bee Caves Road

Building Three, Suite 100

Austin, TX 78738 


Cc:
legal@aspirawh.com


  


If
to Executive:



Valerie B. Palmieri

[omitted]

[omitted]




 


23.          Expense Reimbursement. The Company shall promptly reimburse Executive for reasonable and actual business expenses incurred
by Executive in furtherance of or in connection with the performance of Executive’s duties hereunder, including expenditures
for travel, in accordance with the Company’s expense reimbursement policy as in effect from time to time; provided that
any and all reimbursements hereunder shall be requested timely, and preferably within 30 days of being incurred, and no later
than within one (1) year after being incurred. In addition, the Company shall reimburse Executive for her legal fees and expenses
incurred related to the negotiation of this Agreement up to a maximum amount of $5,000, which shall be payable within 30 days
following Executive’s submission of appropriate documentation substantiating the expense.


 


24.          General; Conflict. This Agreement and the PIIA, when signed by Executive, set forth the terms of Executive’s employment
with the Company and supersede any and all prior representations and agreements, whether written or oral.


 


[Signature
Page Follows]


 




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	 	ASPIRA WOMEN’S HEALTH INC.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ James LaFrance
	 	Name: James LaFrance
	 	Title: Chair



 


	ACCEPTED AND AGREED TO	 
	this 24th day of February, 2022	 
	 	 
	/s/ Valerie
    B. Palmieri	 
	Valerie B. Palmieri