Exhibit
10.2


 





 


11-12
St. James’s Square


Piccadilly


London


SW1Y 4LB


 


Gary
S. Jacob


171
East 84th Street, Apt. # 16J


New York, NY 10028


U.S.A.


 


21
December 2020


 


	Re:	EMPLOYMENT
    AGREEMENT


 


Dear
Gary:


 


This
Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”)
and OKYO Pharma Limited, a company incorporated in Guernsey, Channel Islands (the “Company”) sets forth the terms
and conditions that shall govern the period of Executive’s continued employment with the Company (referred to hereinafter as “Employment”
or the “Employment Period”). Your employing entity for the purposes of the Employment will be OKYO Pharma US Inc.,
a wholly owned subsidiary of the Company.


 


	1.	Duties
    and Scope of Employment


 


	 	(a)	Employment
    Term. Executive will commence full-time Employment with the Company under the terms of this Agreement, effective as of January
    7, 2021 (the “Effective Date”) and, thereafter, unless either party hereto provides the other party with not less
    than 3 months’ written notice to the other to terminate this Agreement. Notwithstanding the forgoing, Executive’s Employment
    under this Agreement may be terminated at any time before the expiration of the Term in accordance with Sections 5 and 6 below.
	 	 	 
	 	(b)	Position
    and Responsibilities. During the Employment Period, the Company agrees to employ Executive in the position of Chief Executive
    Officer. Executive will report to the Company’s Board of Directors (the “Board”), and Executive will be
    based out of the Company’s office in New York; provided, however, that Executive will be required to travel from time to time
    for business reasons as reasonably required by the Company in connection with the performance of his duties hereunder, and Executive
    acknowledges and agrees that such business travel will not constitute Good Reason to resign under Section 6 below. Executive will
    perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive’s
    position or as otherwise may be assigned or delegated to Executive by the Board.


 




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	 	(c)	Obligations
    to the Company. During the Employment Period, Executive shall perform Executive’s duties faithfully and to the best of
    Executive’s ability and will devote such business efforts and time to the Company as are necessary to properly discharge the
    role of Chief Executive Officer. The Company acknowledges that the Executive has continuing roles on the boards of two public
    companies: Hepion Pharmaceuticals, Inc. and Cardiff Oncology, Inc. and on the board of one private company, Virpax Pharmaceuticals,
    Inc..
	 	 	 
	 	(d)	Business
    Opportunities. During Executive’s Employment, Executive shall promptly disclose to the Company each business opportunity
    of a type, which based upon its prospects and relationship to the business of the Company or its affiliates, the Company might reasonably
    consider pursuing. In the event that Executive’s Employment is terminated for any reason, the Company or its affiliates shall
    have the exclusive right to participate in or undertake any such opportunity on their own behalf without any involvement by or compensation
    to Executive under this Agreement.
	 	 	 
	 	(e)	No
    Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments,
    whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Agreement or that would otherwise
    prohibit Executive from performing Executive’s duties with the Company. In connection with Executive’s Employment, Executive
    shall not use or disclose any trade secrets or other proprietary information or intellectual property learned or possessed
    by the Executive based on his/her prior employment and/or positions. Executive represents and warrants to the Company that Executive
    has returned all property and tangible confidential information belonging to any prior employer.


 


	2.	Cash
    and Incentive Compensation


 


	 	(a)	Base
    Salary. The Company shall pay Executive, as compensation for Executive’s services, a base salary at a gross annual rate
    of $300,000, less all required tax withholdings and other applicable deductions, in accordance with the Company’s standard
    payroll procedures. The annual compensation specified in this subsection (a), together with any modifications (including any increase
    in salary) in such compensation that the Company may make from time to time, is referred to in this Agreement as the “Base
    Salary”. Executive’s Base Salary will be subject to an annual review by the Board and adjustments that will be made
    based upon the Company’s normal performance review practices; provided, however, in no event may the Base Salary be reduced
    below $300,000 per annum. Effective as of the date of any change to Executive’s Base Salary, the Base Salary as so changed
    shall be considered the new Base Salary for all purposes of this Agreement.


 




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	 	(b)	Cash
    Incentive Bonus. Executive will be eligible to be considered for an annual cash incentive bonus (the “Cash Bonus”)
    each calendar year during the Employment Period based upon the achievement of certain objective or subjective performance goals of
    the Company’s global operations (collectively, the “Performance Goals”). In compliance with all relevant
    legal requirements and based on Executive’s level within the Company, the Performance Goals for Executive’s Cash Bonus
    for a particular year will be established by, and in the sole discretion of, the Board in accordance with the Company’s annual
    budget process, which may vary from year to year and take into account any unique business circumstances facing the Company for such
    year. The initial target amount for any such Cash Bonus will be 50% of the Base Salary (being $150,000) (the “Target Bonus”),
    less all required tax withholdings and other applicable deductions; provided, however, Executive will be eligible to earn a Cash
    Bonus that is less than or greater than the Target Bonus based on the achievement level of the Performance Goals as follows:
	 	 	 
	 	 	The
    determinations of the Board with respect to such Cash Bonus shall be final and binding. Executive’s Target Bonus for any subsequent
    year may be adjusted up or down, as determined in the sole discretion of the Board in accordance with the Company’s annual
    budget process. Except as otherwise provided in Section 6 below, Executive shall not earn a Cash Bonus unless Executive is employed
    by the Company or an affiliate of the Company on the date when such Cash Bonus is actually paid by the Company.
	 	 	 
	 	(c)	Option
    Award. Subject to the approval of the Board of Directors, the Executive will be granted 40,000,000 Share Options (as defined
    in the OKYO Option Plan, which is defined below) as soon as reasonably practicable after the date of this Agreement or, if later,
    the Effective Date (the “Option Award”). The Option Award will be subject to the terms and conditions of the OKYO
    Unapproved Share Option Plan (the “OKYO Option Plan”) and that certain Option Award Agreement evidencing the grant
    of the Option Award (the “Option Award Agreement”), both of which documents are incorporated herein by reference.
    Executive should consult with Executive’s own tax advisor concerning the tax obligations associated with accepting an Option
    Award. The Share Option shall vest over 4 years in 4 equal tranches as set out in the schedule set forth in the Share Award Agreement,
    the vesting will be solely on time basis. The Company’s Remuneration Committee will write to you with the details of the grant
    and the arrangements relating to it.
	 	 	 
	 	(d)	Executive
    Assistant. The Company will provide the Executive with an executive assistant and, during the Term, the Company will be responsible
    for all costs for the employment of the executive assistant.


 




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	3.	Employee
    Benefits


 


During
the Employment Period, Executive shall be eligible to (a) receive paid time off (“PTO”) and sick leave in accordance with
the Company’s practices and policies, as may be amended from time to time and (b) participate in the employee benefit plans maintained
by the Company and generally available to similarly situated employees of the Company, subject in each case to the generally applicable
terms and conditions of the plan or policy in question and to the determinations of any Person or committee administering such employee
benefit plan or policy. The Company reserves the right to cancel or change the employee benefit plans, policies and programs it offers
to its employees at any time. In the event that the Executive maintains his own healthcare and/or dental plan the Company will make a
cost reimbursement to the Executive in lieu of participation in any Company sponsored or operated scheme.


 


	4.	Business
    Expenses


 


The
Company will reimburse Executive for necessary and reasonable business expenses incurred in connection with Executive’s duties
hereunder and use of a corporate credit or charge card, all in accordance with the Company’s generally applicable policies.


 


	5.	Employment
    at Will; Rights Upon Termination


 


	 	(a)	Employment
    at Will. Notwithstanding the Term set forth in Section 1(a), Executive’s Employment shall be “at will,” meaning
    that either Executive or the Company shall be entitled to terminate Executive’s Employment at any time and for any reason,
    with or without Cause or notice. Any contrary representations that may have been made to Executive shall be superseded by this Agreement.
    This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at-will” nature
    of Executive’s Employment, which may only be changed in an express written agreement signed by Executive and a duly authorized
    officer of the Company.
	 	 	 
	 	(b)	Rights
    Upon Termination. Except as expressly provided in Section 6, upon the termination of Executive’s Employment, Executive
    shall only be entitled to (i) the accrued but unpaid Base Salary compensation and PTO and sick days regardless of the annual cap
    in the Company handbook, (ii) other benefits earned and the reimbursements described in this Agreement or under any Company-provided
    plans, policies, and arrangements for the period preceding the effective date of the termination of Employment, each in accordance
    with the governing documents and policies of any such benefits, reimbursements, plans and arrangements, and (iii) such other compensation
    or benefits from the Company as may be required by law (collectively, the “Accrued Benefits”).


 




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	6.	Termination
    Benefits


 


	 	(a)	Termination
    without Cause or Resignation for Good Reason. If (x) the Company (or any parent, subsidiary or successor of the Company) terminates
    Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death
    or (y) Executive resigns from such employment for Good Reason, in each case, at any time during the Initial Term, then, in addition
    to the Accrued Benefits and subject to Section 7, Executive will be entitled to the following:


 


	 	(i)	Severance
    Payment. Executive will receive a lump sum severance payment equal to twelve (12) months of Executive’s Base Salary, as
    then in effect, less all required tax withholdings and other applicable deductions, which will be paid in accordance with the Company’s
    regular payroll procedures commencing as of the first payroll date occurring on or after the Release Deadline (as defined in Section
    7(a)).
	 	 	 
	 	(ii)	Continued
    Employee Benefits. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of
    1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents (including spouse), within the time
    period prescribed pursuant to COBRA, the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage
    levels in effect immediately prior to Executive’s termination or resignation) until the earlier of (A) the end of the six (6)
    month period following the termination date, or (B) the date upon which Executive and/or Executive’s eligible dependents become
    covered under similar plans. COBRA reimbursements will be made by the Company to Executive consistent with the Company’s normal
    expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive or the Company
    under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010.
	 	 	 
	 	(iii)	Pro-Rated
    Bonus Payment. Executive will receive a pro-rated annual bonus for the fiscal year in which Executive terminates employment equal
    to (x) the annual bonus that Executive would have received based on actual performance for such fiscal year if Executive had remained
    in the employ of the Company for the entire fiscal year multiplied by (y) a fraction, the numerator of which is the number of days
    Executive was in the employ of the Company during the fiscal year including the termination date and the denominator of which is
    365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus, if any, shall be paid at the same time annual bonuses are paid by the
    Company to other executives of the Company for the fiscal year in which Executive terminated employment.


 




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	 	(b)	Termination
    due to Death or Disability. If Executive’s employment with the Company is terminated due to Executive becoming Disabled
    or Executive’s death during the Term, then, in addition to the Accrued Benefits and subject to Section 7, Executive or Executive’s
    surviving spouse, beneficiaries or estate (as the case may be) will be entitled to receive the payments and benefits set forth in
    Section 6(a)(i)-(iii) and those certain benefits set forth in any Share Award Agreements.
	 	 	 
	 	(c)	Voluntary
    Resignation (other than for Good Reason); Termination for Cause. If Executive’s employment with the Company is terminated
    due to (i) Executive’s voluntary resignation (other than for Good Reason), or (ii) the Company’s termination of Executive’s
    employment with the Company for Cause, then Executive will receive the Accrued Benefits, but will not be entitled to any other compensation
    or benefits from the Company except to the extent required by law (for example, COBRA). All Accrued Benefits shall in all cases be
    paid within thirty (30) days of Executive’s termination of employment (or such earlier date as required by applicable law)
    pursuant to this Section 6.
	 	 	 
	 	(d)	Timing
    of Payments. Subject to any specific timing provisions in Section 6(a), or, as applicable, the provisions of Section 7, payment
    of the severance and benefits hereunder shall be made or commence to be made within 30 days following Executive’s termination
    of employment, or such earlier date as required by applicable law.
	 	 	 
	 	(e)	Exclusive
    Remedy. In the event of a termination of Executive’s employment with the Company (or any parent, subsidiary or successor
    of the Company), the provisions of this Section 6 are intended to be and are exclusive and in lieu of any other rights or remedies
    to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement
    (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will
    be entitled to no other severance, benefits, compensation or other payments or rights upon a termination of employment, including,
    without limitation, any severance payments and/or benefits provided in the Employment Agreement, other than those benefits expressly
    set forth in Section 6 of this Agreement or pursuant to written equity award agreements with the Company.
	 	 	 
	 	(f)	No
    Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will
    any earnings that Executive may receive from any other source reduce any such payment.
	 	 	 
	 	(g)	Deemed
    Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from
    all offices and directorships, if any, then held with the Company and its affiliates.


 




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	7.	Conditions
    to Receipt of Severance


 


	 	(a)	Release
    of Claims Agreement. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive (or,
    if applicable, Executive’s surviving spouse, beneficiaries or estate, as the case may be) signing and not revoking a separation
    agreement and release of claims in a form acceptable to the Company (the “Release”), which must become effective
    no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”),
    and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release
    must be executed by Executive (or, if applicable, Executive’s estate) and any revocation periods (as required by statute, regulation,
    or otherwise) must have expired without Executive (or, if applicable, Executive’s estate) having revoked the Release. In addition,
    in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination
    of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the
    calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement
    that would be considered Deferred Payments (as defined in Section 7(d)(i)) will be paid on the first payroll date to occur during
    the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment
    schedule applicable to each payment or benefit as set forth in Section 6, (ii) the date the Release becomes effective, or (iii) Section
    7(d)(ii); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced
    on the date of Executive’s termination of employment.
	 	 	 
	 	(b)	Non-solicitation.
    The receipt of any termination benefits pursuant to Section 6 will be subject to Executive not violating the provisions of Section
    9. In the event Executive breaches the provisions of Section 9, all continuing payments and benefits to which Executive may otherwise
    be entitled pursuant to Section 6 will immediately cease.
	 	 	 
	 	(c)	Confidential
    Information Agreement. Executive’s receipt of any payments or benefits under Section 6 will be subject to Executive continuing
    to comply with the terms of the Confidentiality Agreement (as defined in Section 11 below).
	 	 	 
	 	(d)	Section
    409A.


 


	 	(i)	Notwithstanding
    anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to
    this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation
    not exempt under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive
    has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference
    to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation
    from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement
    that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive
    has a “separation from service” within the meaning of Section 409A.


 




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	 	(ii)	Notwithstanding
    anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section
    409A at the time of Executive’s termination of employment (other than due to death), then the Deferred Payments, if any, that
    are payable within the first six (6) months following Executive’s separation from service, will become payable on the first
    payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from
    service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment
    or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service,
    but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph
    will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred
    Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, instalment
    and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the
    Treasury Regulations.
	 	 	 
	 	(iii)	Without
    limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set
    forth in Section 1.409A- 1(b)(4) of the Treasury Regulations is not intended to constitute Deferred Payments for purposes of clause
    (i) above.
	 	 	 
	 	(iv)	Without
    limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service
    pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to
    constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made
    within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations.
	 	 	 
	 	(v)	To
    the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation”
    for purposes of Section 409A, (1) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following
    the calendar year in which the expense was incurred by Executive, (2) any right to reimbursement or in-kind benefits shall not be
    subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits
    provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided,
    in any other calendar year.



 






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	 	(vi)	The
    payments and benefits provided under Sections 6(a) are intended to be exempt from or comply with the requirements of Section 409A
    so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under
    Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive
    agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary,
    appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under
    Section 409A.


 


	8.	Definition
    of Terms


 


The
following terms referred to in this Agreement will have the following meanings:


 


	 	(a)	Cause.
    “Cause” means:


 


	 	(i)	Executive
    is convicted of, or pleads guilty or “nolo contendere” to, a felony or any crime involving fraud or dishonesty or which
    has an adverse effect upon the Company or any of the Company’s affiliates;
	 	 	 
	 	(ii)	Executive
    defrauds the Company or commits an act of embezzlement against the Company;
	 	 	 
	 	(iii)	Executive
    performs his duties during normal working hours under the influence of non-prescription controlled substances or habitual intoxication;
    or
	 	 	 
	 	(iv)	Executive
    materially breaches this Agreement, any other agreement between Executive and the Company or its affiliates, and/or the written policies
    or procedures of the Company, in each such case, to the extent such breach remains uncured. Except for a breach which, by its nature,
    cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the date the Company provides notice
    to Executive of such breach within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects
    irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within
    which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without
    notice and with immediate effect.


 




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	 	(b)	Change
    of Control. “Change of Control” shall have the meaning ascribed to such term in the OKYO Share Option Plan.
	 	 	 
	 	(c)	Code.
    “Code” means the Internal Revenue Code of 1986, as amended.
	 	 	 
	 	(d)	Disability.
    “Disability” or “Disabled” means that Executive is unable to engage in any substantial gainful activity
    by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted,
    or can be expected to last, for a continuous period of not less than one (1) year. Any question as to the existence of the Executive’s
    Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician
    mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent
    physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in
    writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes
    of this Agreement.
	 	 	 
	 	(e)	Good
    Reason. “Good Reason” means Executive’s termination of employment within thirty (30) days following the expiration
    of any cure period (discussed below) following the occurrence of one or more of the following, without Executive’s consent:


 


	 	(i)	A
    material reduction in Executive’s responsibilities, powers, or authority as an employee of the Company; provided, however,
    that Executive shall not have Good Reason to terminate his employment in the event the Company delegates some of his then-current
    job duties to newly hired employees, so long as Executive retains full authority to supervise and direct such newly hired employees;
	 	 	 
	 	(ii)	Any
    reduction in Executive’ salary or earned performance bonus;
	 	 	 
	 	(iii)	Any
    change in Executive’s job title;
	 	 	 
	 	(iv)	The
    Board publicly denigrates Executive in a manner that harms Executive’s business reputation; provided, however, that Executive
    shall not have Good Reason to terminate his employment for any statement the Company or its Board makes in good faith pursuant to
    a subpoena or in an investigation or proceeding by a Governmental Authority or as otherwise required by law or with Executive’s
    consent;
	 	 	 
	 	(v)	Executive
    is required to work outside his home office or the New York area for more than ninety (90) days in any three hundred sixty-five (365)
    day period; or


 




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	 	(vi)	The
Company materially breaches this Agreement.


 


Executive will not resign for Good Reason without first providing the Company with written
    notice of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the initial existence of the grounds
    for Good Reason and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice
    during which such condition must not have been cured.


 


	 	(f)	Governmental
    Authority. “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental
    department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.
	 	 	 
	 	(g)	Person.
    “Person” shall be construed in the broadest sense and means and includes any natural person, a partnership, a corporation,
    an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and
    other entity or Governmental Authority.
	 	 	 
	 	(h)	Section
    409A. “Section 409A” means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder
    or any state law equivalent.


 


	9.	Restrictive
    Covenants


 


	 	(a)	Non-Solicitation.
    During the period commencing on the date of this Agreement and continuing until the one-year anniversary of the date when Executive’s
    Employment terminated for any reason, Executive shall not directly or indirectly, personally or through others, solicit, recruit
    or attempt to solicit or recruit (on Executive’s own behalf or on behalf of any other Person) either (i) any current employee
    of the Company or any of the Company’s affiliates, (ii) any former employee of the Company or any of the Company’s affiliates
    who left the Company’s (or such affiliate’s) service within the six (6) months preceding the Executive’s termination
    date, or (iii) the business of any customer of the Company or any of the Company’s affiliates on whom Executive called or with
    whom Executive became acquainted during Executive’s Employment. Executive represents that Executive is (i) familiar with the
    foregoing covenant not to solicit, and (ii) fully aware of Executive’s obligations hereunder, including, without limitation,
    the reasonableness of the length of time and scope of these covenants.
	 	 	 
	 	(b)	Non-Disparagement.
    Executive shall not make any remarks disparaging the conduct or character of the Company, any of the Company’s affiliates,
    any of the Company’s or any Company affiliates’ current employees, officers, directors, successors or assigns; provided,
    however, that this provision shall not apply to any statement Executive makes in good faith pursuant to a subpoena or an investigation
    or proceeding by a Governmental Authority or as otherwise required by law or with the Company’s consent.


 




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	10.	Golden
    Parachute


 


	 	(a)	Anything
    in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise
    (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code;
    and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
    then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion
    of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to
    and including the total, of the Payment, whichever amount in either (x) or (y), after taking into account all applicable federal,
    state and local employment taxes, income taxes, and (in the case of (y)) the Excise Tax (all computed at the highest applicable marginal
    rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant
    to this Section 10(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds
    the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below)
    that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable
    (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made
    in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering
    the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits
    are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable
    or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces
    the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution
    or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment”
    means any payment, distribution or benefit that is not a Full Credit Payment.
	 	 	 
	 	(b)	A
    nationally recognized certified public accounting firm selected by the Company (the “Accounting Firm”) shall perform
    the foregoing calculations related to the Excise Tax. If a reduction is required pursuant to Section 10(a), the Accounting Firm shall
    administer the ordering of the reduction as set forth in Section 10(a). The Company shall bear all expenses with respect to the determinations
    by such accounting firm required to be made hereunder.
	 	 	 
	 	(c)	The
    Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation,
    to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered.
    Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Executive and the
    Company.


 




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	11.	Confidentiality
    Agreement


 


Executive
acknowledges and agrees that Executive will continue to remain bound by that certain Confidential Information and Invention Assignment
Agreement previously entered into by and between Executive and the Company, a copy of which is attached hereto as Attachment A (the “Confidentiality
Agreement”)


 


	12.	Arbitration


 


	 	(a)	Arbitration.
    In consideration of Executive’s Employment with the Company, its promise to arbitrate all employment-related disputes,
    and Executive’s receipt of the compensation, pay raises 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, shareholder 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 termination thereof, including any breach of this Agreement, will
    be subject to binding arbitration. The Federal Arbitration Act shall also apply with full force and effect.
	 	 	 
	 	(b)	Dispute
    Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a jury trial, include any statutory
    claims under local, 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, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, claims of harassment, discrimination, and wrongful
    termination, and any statutory or common law claims. Executive further understands that this agreement to arbitrate also applies
    to any disputes that the Company may have with Executive.
	 	 	 
	 	(c)	Procedure.
    Executive agrees that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”),
    pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). 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, motions
    to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power
    to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing
    party, except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS,
    and all arbitrator’s fees, except that Executive shall pay any filing fees associated with any arbitration that Executive initiates,
    but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive
    agrees that the arbitrator shall administer and conduct any arbitration in accordance with New York law, and that the arbitrator
    shall apply substantive and procedural Washington law to any dispute or claim, without reference to the rules of conflict of law.
    To the extent that the JAMS Rules conflict with New York law, New York law shall take precedence. The decision of the arbitrator
    shall be in writing. Any arbitration under this Agreement shall be conducted in New York, New York.


 




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	 	(d)	Remedy.
    Arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except
    as provided by 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 will not order or require the Company to adopt a policy not otherwise required by law that the
    Company has not adopted.
	 	 	 
	 	(e)	Administrative
    Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body
    or Government Authority that is authorized to enforce or administer laws related to employment, including, but not limited to, the
    Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the
    Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by
    law.
	 	 	 
	 	(f)	Voluntary
    Nature of Agreement. 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 understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL.
	 	 	 
	 	(g)	Independent
    Advice. Executive acknowledges that Executive has been advised to obtain independent advice and legal counsel to advise Executive
    concerning this Agreement, and that Executive has either done so or has knowingly waived that opportunity of Executive’s own
    free choice. Neither the Company nor any attorneys for the Company have advised Executive concerning this Agreement, and Executive
    is relying solely upon the advice of Executive’s own independent counsel (if any); nor has the Company or any attorneys for
    the Company coerced, used undue influence, or otherwise induced Executive to enter into this Agreement.


 




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	13.	Successors


 


	 	(a)	Company’s
    Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger,
    consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes
    under this Agreement, the term “Company” shall include any successor to the Company’s business or assets that become
    bound by this Agreement or any affiliate of any such successor that employs Executive.
	 	 	 
	 	(b)	Executive’s
    Successors. This Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by,
    Executive’s surviving spouse, beneficiaries, or estate (as the case may be).


 


	14.	Miscellaneous
    Provisions


 


	 	(a)	Indemnification.
    The Company shall indemnify Executive to the maximum extent permitted by applicable law and the Company’s articles of association
    with respect to Executive’s service and Executive shall also be covered under a directors and officers liability insurance
    policy paid for by the Company to the extent that the Company maintains such a liability insurance policy now or in the future. Executive
    agrees to indemnify and save Company and its affiliates harmless from any damages, which Company may sustain in any manner primarily
    through Executive’s wilful misconduct or gross negligence or a material breach of the provisions of this Agreement.
	 	 	 
	 	(b)	Headings.
    All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.
	 	 	 
	 	(c)	Notice.


 


	 	(i)	General.
    Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given
    when personally delivered to the recipient or after five (5) days when mailed by U.S. registered or certified mail, return receipt
    requested and postage prepaid. In Executive’s case, mailed notices shall be addressed to Executive at the home address that
    Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to
    its corporate headquarters, and all notices shall be directed to the attention of its Secretary.
	 	 	 
	 	(ii)	Notice
    of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be communicated by a notice of termination
    to the other party hereto given in accordance with Section 14(c)(i) of this Agreement. Such notice will indicate the specific termination
    provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis
    for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30)
    days after the giving of such notice), subject to any applicable cure period. The failure by Executive or the Company to include
    in the notice any fact or circumstance which contributes to a showing of Good Reason or Cause, as applicable, will not waive any
    right of Executive or the Company, as applicable, hereunder or preclude Executive or the Company, as applicable, from asserting such
    fact or circumstance in enforcing his or her or its rights hereunder, as applicable.


 




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	 	(d)	Modifications
    and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge
    is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than the Executive). No waiver
    by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be
    considered a waiver of any other condition or provision or of the same condition or provision at another time.
	 	 	 
	 	(e)	Whole
    Agreement. No other agreements, representations or understandings (whether oral or written and whether express or implied) that
    are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.
    This Agreement, the OKYO Share Option Plan and the Confidentiality Agreement contain the entire understanding of the parties with
    respect to the subject matter hereof, and such agreements render null and void any and all other prior or contemporaneous agreements
    between Executive and the Company or any affiliate of the Company.
	 	 	 
	 	(f)	Withholding
    Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other deductions required to
    be withheld by law.
	 	 	 
	 	(g)	Choice
    of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the State of New York without giving
    effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable
    in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended
    to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so
    amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this
    Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future
    statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only
    to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement
    shall continue in full force and effect without impairment or limitation.
	 	 	 
	 	(h)	No
    Assignment. This Agreement and all of Executive’s rights and obligations hereunder are personal to Executive and may not
    be transferred or assigned by Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes
    the Company’s obligations hereunder in connection with any sale or transfer to such entity of all or a substantial portion
    of the Company’s assets.
	 	 	 
	 	(i)	Counterparts.
    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
    shall constitute one and the same instrument. Execution of a facsimile copy will have the same force and effect as execution of an
    original, and a facsimile signature will be deemed an original and valid signature.
	 	 	 
	 	(j)	Electronic
    Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means.
    Executive hereby consents to receive such documents by electronic delivery.


 


[Signature
Page Follows]


 




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After
you have had an opportunity to review this Agreement, please feel free to contact me if you have any questions or comments. To indicate
your acceptance of this Agreement, please sign and date this letter in the space provided below and return it to the Company.


 


	 	Very
    truly yours,
	 	 
	 	OKYO
    PHARMA LIMITED
	 	 
	 	By:	/s/
    Willy Simon
	 	 	(Signature)
	 	Name:	Willy
    Simon
	 	Title:	NED


 


	ACCEPTED
    AND AGREED:	 
	 	 
	 GARY S. JACOB	 
	 	 
	/s/
    Gary Jacob	 
	(Signature)	 
	 	 
	13
    Jan. 2021	 
	Date	 


 


Attachment
A: Confidential Information and Invention Assignment Agreement


 




    	- 17 -



     


    

 





 


ATTACHMENT
A


 


CONFIDENTIAL
INFORMATION AND INVENTION ASSIGNMENT AGREEMENT


 


(On
File With the Company)


 




    	- 18 -