Exhibit
10.10


 





EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made and entered into as of June 3, 2019 (the “Effective
Date”) by and between Vicapsys Life Sciences, a Florida corporation, (the “Company”) and Frances
Toneguzzo, a Massachusetts resident (“Executive”).


 


1.
Position and Duties. Executive shall be employed full-time by the Company as its Chief Executive Officer, reporting to
the Company’s Board of Directors (the “Board”). Executive agrees to devote her time, energy and skill
to her duties at the Company on a full time basis. These duties shall include all those duties customarily performed by the Chief
Executive Officer and as otherwise reasonably directed by the Board. Executive shall be entitled to seek and accept any elective
or appointive office or position with such other organizations and entities and perform such other professional activities within
and outside normal working hours so long as such activities do not require an unreasonable amount of time by the Executive, do
not violate the provisions of Section 8 hereof or of the Company’s standard Employee Confidential Information and Inventions
Assignment Agreement, or otherwise adversely affect the interests of the Company.


 


2.
Term of Employment. Executive’s employment with the Company shall commence on the Effective Date and shall continue
at will until terminated in accordance with the provisions of Section 5 (the “Employment Period”), subject to Section
6.


 


3.
Compensation. Following the Closing Date and the commencement of Executive’s employment hereunder, Executive shall
be entitled to the following compensation:


 


(a)
Base Salary and Bonus. Executive shall be paid a monthly base salary of $22,816.67 per month ($275,000 on an annualized
basis) (“Base Salary”), in accordance with the Company’s normal monthly payroll procedures. Executive’s
salary shall be reviewed and may be increased, but not decreased, on at least an annual basis. In the event of an increase in
Executive’s salary following such review, the increased amount shall become Executive’s Base Salary. Executive shall
also be eligible to participate in any discretionary or incentive bonus program approved by the Compensation Committee of the
Board of Directors for all executive officers. In addition, the Board and the Executive agree to discuss and mutually agree upon
an incentive bonus or other compensation to the Executive before any new transaction involving the receipt of additional funds
into the Company is closed.


 


(b)
Benefits. Executive shall have the right to participate in and to receive benefits under any of the Company’s benefit
plans afforded to other members of the Company’s senior management.


 


(c)
Stock Options. Executive shall receive a stock option grant for 350,000 shares of common stock granted the same effective
date of this Agreement. The exercise price for these shares will be $0.25 per shares. The grant will vest 100,000 shares upon
the effective date. The remaining 250,000 shares shall vest ratably over a 3 year period form date of grant. The stock option
will contain usual and customary language including immediate vesting upon a change in control of the Company or termination without
cause.


 




    	 		 



    	 



    

 


4.
Expenses. Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive
in performing services under this Agreement, including all expenses of travel and living expenses while away from home on business
or at the request of the Company; provided however that all reimbursable expenses be incurred and accounted for in accordance
with the policies and procedures as reasonably established by the Company. Executive agrees to submit all expenses within 60 days
of the date they were incurred. The Executive’s expense reimbursements shall be approved by the Board or its designee. Expenses
submitted after this time period will be reimbursed at the discretion of the Board.


 


5.
Termination.


 


(a)
Termination Without Cause. Either party may terminate Executive’s employment without Cause at any time by giving
the other party written notice upon 30 (thirty) days written notice.


 


(b)
Termination Upon Death or Disability. Executive’s employment hereunder shall terminate upon her death. In the event
that Executive becomes physically or mentally disabled or incapacitated such that Executive is unable to perform Executive’s
duties and functions for a period of six (6) consecutive months from the date of the onset of such disability or incapacity, this
Agreement may be terminated; provided the Company shall comply with all state and Federal law to reasonably accommodate Executive
in connection with the disability.


 


(c)
Termination by the Company for Cause. The Company may terminate Executive’s employment for “Cause” at
any time. For purposes of this Agreement, “Cause” shall mean one or more of the following:


 


	 	(i)	theft,
    dishonesty concerning any aspect of the Company’s business, or falsification of any employment or Company records;
	 	 	 
	 	(ii)	misappropriation
    of any monies or assets or properties of the Company;
	 	 	 
	 	(iii)	conviction
    of a felony (except for a single felony conviction for driving under the influence);
	 	 	 
	 	(iv)	The
    Executive’s repeated unreasonable failure or refusal to perform material job duties, responsibilities, obligations,
    or the reasonable policies and procedures of the Company, provided such conduct is not cured to the Company’s satisfaction
    within thirty (30) days following written notice to the Executive from the Board of Directors specifying in reasonable detail
    the alleged conduct;
	 	 	 
	 	(v)	improper
    disclosure of the Company’s confidential or proprietary information;
	 	 	 
	 	(vi)	any
    intentional act by Executive that has a material detrimental effect on the Company’s reputation or business; or
	 	 	 
	 	(vii)	any
    material breach of this Agreement, which breach, if curable, is not cured within thirty (30) days following written notice
    of such breach from the Board of Directors specifying in reasonable detail the alleged breach.


 




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(d)
Termination by Executive for Good Reason. Executive may terminate his employment for “Good Reason” by giving
the Company notice in writing of the specific act(s) or event(s) which give rise to the Good Reason within ninety (90) days of
Executive’s knowledge of the occurrence of such act(s) or event(s). The Company shall have thirty (30) days from the date
of Executive’s written notice to cure the act(s) or event(s) to Executive’s satisfaction. If Executive terminates
this Agreement for Good Reason, the termination must occur within ninety (90) days after the expiration of the Company’s
thirty (30) day right to cure the act(s). For purposes of this Agreement, “Good Reason” shall mean one or more
of the following:


 


	 	(i)	Executive’s
    role, responsibilities or authority on behalf of the Company in the aggregate are materially diminished; or
	 	 	 
	 	(ii)	Executive
    is required by the Company as a condition to continuing employment to be primarily based at any office or location over fifty
    (50) miles from the Executive’s home address at the time the relocation condition is communicated to
    Executive;
	 	 	 
	 	(iii)	A
    material reduction in Executive’s Base Salary; or
	 	 	 
	 	(iv)	Any
    material breach of this Agreement, which breach, if curable, is not cured within thirty (30) days following written notice
    of such breach from Executive directed to the Board of Directors specifying in reasonable detail the alleged breach. The term
    “material breach” shall include the Company’s failure to obtain an agreement from any assignee or successor
    to the Company or its business to assume and agree to perform this Agreement in the same manner and to the same extent that
    the Company would be required to perform if no assignment or succession had taken place, except where such assumption occurs
    by operation of law.


 


6.
Payments and Benefits Upon Termination.


 


(a)
Termination By Company Without Cause Or By Executive With Good Reason. lf the Company terminates Executive’ s employment
without Cause under Section 5(a), or Executive terminates his employment for Good Reason under Section 5(d), Executive shall be
entitled to the following separation benefits:


 


		(i)	Continued
    payment of Executive’s salary at his Base Salary rate then in effect (or former Base Salary in the event that Executive
    terminates his employment for Good Reason pursuant to Section S(d)(iv)), at such times and in such manner as in accordance
    with the Company’ s normal payroll procedures then in effect for a period beginning on the date of termination and ending
    on the earlier of the date that is 12 months after the date of termination or the end of the Term (the “Severance
    Period”);
	 	 	 
	 	(ii)	All
    unvested options will immediately accelerate and vest.


 




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Executive
shall sign a mutually agreeable severance and release agreement as a condition to receiving the payments provided in this
Section 6(a)(i)-(ii), which shall be provided by the Company before the Closing Date. For the avoidance of doubt, the release
agreement will contain the following basic provisions: (a) general release in favor of the Company, its subsidiaries and
affiliates (except for any indemnification obligations the Company may owe to Executive); (b) mutual non-disparagement; and
(c) mutual confidentiality. Specifically, such severance payments shall be made only if such release agreement becomes
effective and non-revocable by its terms by the date that is ninety (90) days after the date of termination (the “Required
Release Date”). Notwithstanding anything to the contrary, the payments under Section 6(a)(i) shall commence on the
first payroll date following the date on which the release agreement becomes effective and non-revocable by its terms (the “Release
Effective Date”) and shall continue for the remaining term of the Severance Period: provided that such first
payment shall include all amounts that otherwise would have been paid prior to the date the first payment is made had such
payments commenced immediately upon employment termination. Any amount otherwise payable under Section 6(a)(ii) prior to the
Release Effective Date shall be paid on the first payroll date after the Release Effective Date. Notwithstanding the two
preceding sentences, to the extent necessary to comply with Section 409A of the Internal Revenue Code, if the date of
employment termination and the Required Release Date are in two separate calendar years, any payment of amounts under this
Section 6(a) that constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code shall be
payable on the later of (i) the date such payment is otherwise payable under this Section 6(a), or (ii) the first payroll
date of such second taxable year.


 


(b)
Termination By Company for Disability. If the Company terminates Executive’s employment by reason of Executive’s
disability or incapacity under Section S(b), Executive shall be entitled to the following separation benefits:


 


	 	(i)	Continued
    payment of Executive’s salary at her Base Salary rate, at such times and in such manner as in accordance with the Company’
    s normal payroll procedures then in effect for a period beginning on the date of termination and ending ninety (90) days after
    such termination date; and
	 	 	 
	 	(ii)	Continuation
    of applicable fringe benefits (if any) as provided to other members of the Company’s senior management , to the extent
    allowable under the terms of said plans, for a period beginning on the date of termination and ending ninety (90) days after
    such termination date.



 



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(c)
Termination For Other Reason. In the event of the termination of Executive’s employment for any reason other than
the reasons set forth in Section 6(a) or (b) above, including but not limited to, tennination by Executive without Good Reason,
termination by the Company for Cause, or termination due to Executive’s death, Executive shall be entitled to no compensation
or benefits from the Company other than those earned under Section 3 above through the date of termination.


 


7.
Employee Confidential Information and Inventions Assignment Agreement. Executive agrees to execute and abide by the terms
and conditions of the Company’s standard Employee Confidential Information and Inventions Assignment Agreement, which
shall not be materially different from the form attached as Exhibit A hereto. If the Company does not provide its standard form
Agreement before the Closing Date, then Executive will be relieved from such Agreement.


 


8.
Agreement Not To Compete. Executive agrees that, during the shorter of (i) the Severance Period and (ii) a period of one
(1) year following Executive’s termination of employment with the Company at any time and for any reason, Executive shall
not compete with the Company by performing the same or substantially similar duties and responsibilities for another entity that
offers products and/or services which are substantially similar or identical to those offered by the Company (or in active development
by the Company) during the twelve (12) month period prior to the termination of this Agreement (a “Competitive Business”)
(including but not limited to any Competitive Business started by Executive) as were performed by Executive on behalf of the
Company within twelve (12) months prior to termination, including, without limitation, using any confidential or proprietary information
of the Company to compete with the Company in said territory.


 


Executive
acknowledges and agrees that this restriction upon post-termination competition is reasonable and necessary for the protection
of the Company’s legitimate business interests and that it would not be unfair or oppressive to enforce this covenant against
Executive.


 


9.
Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and
by any one or more of the following means: (i) if mailed by prepaid certified mail, return receipt requested , such notice shall
be deemed to have been received on the date shown on the receipt; (ii) if by facsimile, such notice shall be followed forthwith
by letter by first class mail, postage preprud, and shall be deemed to have been received on the next business day following dispatch
by facsimile and acknowledgment of receipt by the recipient’s facsimile machine; (iii) if delivered by hand, such notice
shall be deemed effective when delivered; or (iv) if delivered by national overnight courier, such notice shall be deemed to have
been received on the next business day following delivery to such courier. All notices and other communications under this Agreement
shall be given to the parties hereto at the following addresses:


 


If
to the Company:


 


Vicapsys
Life Sciences, Inc.


1735 Buford Hwy


Suite
215-113


Cumming
GA, 30041


Attn:
Chairman of the Board


 


If
to Executive:


 


Frances
Toneguzzo


 


10.
Dispute Resolution. In the event of any dispute or claim relating to or arising out of this Agreement (including, but not
limited to, any claims of breach of contract, wrongful termination or age, sex, race or other discrimination), Executive and the
Company agree that all such disputes shall be fully and finally resolved by binding arbitration. Executive acknowledges that by
accepting this arbitration provision Executive is waiving any right to a jury trial in the event of such dispute. Notwithstanding
the foregoing, this arbitration provision shall not apply to any disputes or claims relating to or arising out of the Agreement
not to compete contained in paragraph 8 hereof, or the Employee Confidential Information and Inventions Assignment Agreement,
or otherwise relating to or arising out of any alleged misuse or misappropriation of trade secrets or proprietary information
belonging to the Company, all of which shall be resolved exclusively in a federal or state court sitting in Florida, as more particularly
set forth in paragraph 11 hereof.


 



11. Governing
Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of Florida, without regard to its conflicts of laws principles. Each of the Executive and the Company (a)
irrevocably submits to the jurisdiction of any Florida state court or United States federal court sitting in Florida over any
action or proceeding based upon, relating to or arising out of or in connection with this Agreement; (b) irrevocably agrees
that all claims in respect of any such action or proceeding shall be heard and determined exclusively in such Florida state
or federal court; (c) waives any objection to venue in any such Florida state or federal court in respect of any such action
or proceeding and any objection to any such action or proceeding in any such Florida state or federal court on the basis of a
non- convenient forum. Executive and the Company hereby irrevocably consent and submit to the personal jurisdiction of such
courts over them. Executive and the Company further acknowledge and agree that this Agreement bears a substantial relation to
the State of Florida, that the Company is a Florida corporation, that the parties are entering into this agreement knowingly
and voluntarily after opportunity to confer with counsel of their choice, that they each have sufficient minimum contacts
with the State of Florida to satisfy Constitutional due process, and that this Agreement, the choice of Florida law, the
consent to personal jurisdiction, and the exclusive forum selection provisions contained herein meet the requirements of
Florida law in all respects.


 




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12.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and its successors
and assigns. In view of the personal nature of the services to be performed under this Agreement by Executive, Executive shall
not have the right to assign or transfer any of Executive’s rights, obligations or benefits under this Agreement, except
as otherwise noted herein. The Company may assign this Agreement or the obligations of Executive under this Agreement without
Executive’s prior written consent and approval, but with notice to Executive. Any assignee or successor of the Company
is specifically authorized to enforce Executive’s obligations under this Agreement, including without limitation, Executive’s
obligations under Section 8 of this Agreement. In the event of such assignment or succession, the Company shall obtain an agreement
from such assignee or successor to the Company or its business to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform if no assignment or succession bad taken place, except where
such assumption occurs by operation of law.


 


13.
Entire Agreement; Modification. This Agreement constitutes the entire employment agreement between Executive and the Company
regarding the terms and conditions of Executive’s employment, with the exception of (i) the agreement described in Section
7, and (ii) any award agreements under the Plan. This Agreement (including the documents described in (i) and (ii) herein) supersedes
all prior negotiations, representations or agreements between Executive and the Company, whether written or oral, concerning Executive’s
employment by the Company. This Agreement may only be modified or amended by a supplemental written agreement signed by Executive
and the Company.


 


14.
Validity. If any one or more of the provisions (or any part thereof) of this Agreement shall be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions (or any part thereof) shall
not in any way be affected or impaired thereby. Moreover, the parties expressly agree that the court or arbitrator, as the case
may be, shall modify any overbroad or unenforceable provision (or any part thereof) in order to make it enforceable and shall
enforce said provision as so modified to the fullest extent allowed by law.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below.


 


	VICAPSYS
    LIFE SCIENCES, INC.	 	Executive:
	 	 	 	 
	By:	/s/
    Federico Pier	 	/s/
    Frances Toneguzzo
	Name:	Federico
    Pier	 	Frances
    Toneguzzo
	Title:
    	Chairman
    of the Board	 	 
	 	 	 	 
	Date:
    	June
    3, 2019	 	Date:
    June 3, 2019