Exhibit 10.2



Execution   Version APPLIED THERAPEUTICS INC. August 29, 2019 Mark Vignola, PhD 140   Riverside Drive, Apartment 8D New York, NY 10024 Dear Mark: We are pleased to   offer you full time employment with Applied Therapeutics Inc. (the “Company”)   under the terms set forth in this letter agreement (the “Agreement”),   effective upon the effectiveness of the registration statement for the   Company’s initial public offering (the “Effective Date”). This Agreement   replaces and supersedes the offer letter between you and the Company that was   executed in April 2019 (the “Offer Letter”) in its entirety. As discussed,   the terms of this Agreement govern your employment, which shall commence no   later than April 27, 2019 (such actual date of your commencement of   employment shall be referred to herein as the “Start Date”). 1. Employment by   the Company. (a) Position. You will serve as the Company’s Chief Financial   Officer (“CFO”). During the term of your employment with the Company, you   will devote your best efforts and substantially all of your business time and   attention to the business of the Company, except for approved vacation   periods and reasonable periods of illness or other incapacities permitted by   the Company’s general employment policies. (b) Duties and Location. Your primary   duties will be to direct financial operations and reporting, investor   relations, regulatory activities, and other customary support that a CFO   provides. You will have the duties, responsibilities and authorities as are   customary for the position of CFO and as may be reasonably directed by the   Chief Executive Officer (“CEO”), to whom you will report. Your primary work   location will be the Company’s office in New York, New York. Notwithstanding   the foregoing, the Company reserves the right to reasonably require you to   perform your duties at places other than your primary office location from   time to time, and to require reasonable business travel. The Company may   modify your job title and duties as it deems necessary and appropriate in   light of the Company’s needs and interests from time to time. 2. Base Salary   and Employee Benefits. (a) Salary. You will receive for services to be   rendered hereunder a starting base salary paid at the rate of $400,000 per   year, less standard payroll deductions and tax withholdings. Your base salary   will be paid on the Company’s ordinary payroll cycle. As an exempt salaried   employee, you will be required to work the Company’s normal business hours,   and such additional time as appropriate for your work assignments and   position, and you will not be entitled to overtime compensation. The base   salary will be reviewed annually and may be increased but not decreased,   unless in connection with an across-the-board reduction in salary of other   similarly situated Company executives. (b) Benefits. As a regular full-time   employee, you will be eligible to participate in the Company’s standard   employee benefits offered to executive level employees, as in effect from   time to time and subject to plan terms and generally applicable Company policies.   Details about these benefits plans will be provided, upon request. 


    




 










Mark Vignola,   PhD August 29 2019 Page 2 3. Annual Bonus. You will be eligible to earn an   annual performance and retention bonus of up to forty percent (40%) of your   base salary rate (the “Annual Bonus”). The Annual Bonus will be based upon   the Company’s Board of Directors’ (the “Board”) assessment of your   performance and the Company’s attainment of written targeted goals as set by   the Board in its sole discretion. Bonus payments, if any, will be subject to   applicable payroll deductions and withholdings. Following the close of each   calendar year, the Board will determine whether you have earned an Annual   Bonus, and the amount of any such bonus, based on the achievement of such   goals. The amount of your Annual Bonus for 2019 is guaranteed at 40% of your   base salary rate. You must be an employee on the Annual Bonus payment date to   be eligible to receive an Annual Bonus. No partial or prorated bonuses will   be provided. The Annual Bonus, if earned, will be paid no later than March 15   of the calendar year after the applicable bonus year. Your bonus eligibility   is subject to change in the discretion of the Board (or any authorized   committee thereof). 4. Expenses. The Company will reimburse you for   reasonable travel, entertainment or other expenses incurred by you in   furtherance or in connection with the performance of your duties hereunder,   in accordance with the Company’s expense reimbursement policy as in effect   from time to time. 5. Equity Compensation.Subject to approval by the Board at   its next regularly scheduled meeting following the Start Date, the Company   will grant you a incentive stock option to purchase two thousand nine hundred   twelve (2,912) shares of the Company’s Common Stock with an exercise price   equal to the fair market value as determined by the Board on the applicable   date of the grant (the “Option”). The Option will be subject to the terms of   the Company’s 2016 Equity Incentive Plan (the “Plan”), and your Stock Option   Agreement. The Option will vest subject to your continued employment over a   three (3)-year period, whereby thirty-three percent (33%) of your Option   shares will vest on the one (1)-year anniversary of your Start Date, with the   remaining shares subject to the Option vesting in twenty-four (24) equal   monthly installments thereafter, in each case subject to your continued   employment through the applicable vesting dates. 6. Compliance with   Confidentiality Information Agreement and Company Policies. In connection   with your employment with the Company, you will receive and have access to   Company confidential information and trade secrets. Accordingly, attached   hereto as Exhibit A is the Company’s Employee Confidential Information,   Inventions, Non-Solicitation and Non-Competition Agreement (the   “Confidentiality Agreement”), which contains restrictive covenants and   prohibits unauthorized use or disclosure of the Company’s confidential   information and trade secrets, among other obligations. Please review the   Confidentiality Agreement and only sign it after careful consideration. In   addition, you are required to abide by the Company’s policies and procedures,   as modified from time to time within the Company’s discretion. In the event   the terms of this Agreement differ from or are in conflict with the Company’s   general employment policies or practices, this Agreement shall control.   Notwithstanding anything to the contrary in this Agreement or in the   Confidentiality Agreement, Confidential Information shall not include your   business contacts prior to your employment with the Company, whether in paper   or electronic form (your “Rolodex”); provided, however that the contents of   the Rolodex does not contain proprietary information developed during your   employment with the Company or otherwise belonging to the Company.   Additionally, nothing herein is intended to limit the scope of your   non-solicitation obligations as set forth in the Confidentiality Agreement.   7. Protection of Third-Party Information. In your work for the Company, you   will be expected not to make any unauthorized use or disclosure of any   confidential or proprietary information, including trade secrets, of any   former employer or other third party to whom you have contractual obligations   to protect such information. Rather, you will be expected to use only that   information which is generally known and used by persons with 


    




 










Mark Vignola,   PhD August 29 2019 Page 3 training and experience comparable to your own,   which is common knowledge in the industry or otherwise legally in the public   domain, or which is otherwise provided or developed by the Company. You   represent that you are able to perform your job duties within these   guidelines, and you are not in unauthorized possession of any unpublished   documents, materials, electronically-recorded information, or other property   belonging to any former employer or other third party to whom you have a   contractual obligation to protect such property. In addition, you represent   and warrant that your employment by the Company will not conflict with any   prior employment or consulting agreement or other agreement with any third   party, that you will perform your duties to the Company without violating any   such agreement(s), and that you have disclosed to the Company in writing any   contract you have signed that may restrict your activities on behalf of the   Company. 8. At-Will Employment Relationship. Your employment relationship   with the Company is at-will. Accordingly, you may terminate your employment   with the Company at any time and for any reason whatsoever simply by   notifying the Company; and the Company may terminate your employment at any   time, with or without Cause or advance notice. If your employment ends for   any reason, the Company will provide you with (i) your unpaid Base Salary   through the date of termination; (ii) all of your accrued, but unused paid   time off time if required by law or Company policy; and (iii) any unpaid   expense reimbursements accrued by you as of the date of termination (the   “Accrued Obligations”). 9. Severance Benefits. (a) Termination without Cause   or Resignation for Good Reason Not in Connection with a Change in Control. If   the Company terminates your employment without Cause (other than as a result   of your death or disability) or you resign for Good Reason (either a   termination referred to as a “Qualifying Termination”), and provided such   Qualifying Termination constitutes a Separation from Service (as defined   under Treasury Regulation Section 1.409A-1(h), without regard to any   alternative definition thereunder, a “Separation from Service”), then subject   to Sections 11 (“Conditions to Receipt of Severance Benefits”) and 12   (“Return of Company Property”) below and your continued compliance with the   terms of this Agreement (including without limitation the Confidentiality   Agreement), in addition to your Accrued Obligations, the Company will provide   you with the following severance benefits (the “Severance Benefits”): i. Cash   Severance. The Company will pay you, as cash severance, nine (9) months of   your base salary in effect as of your Separation from Service date (such nine   (9) month period the “Salary Continuation Period”), less standard payroll   deductions and tax withholdings (the “Severance”). The Severance will be paid   in installments in the form of continuation of your base salary payments,   paid on the Company’s ordinary payroll dates, commencing on the Company’s   first regular payroll date that is more than sixty (60) days following your   Separation from Service date, and shall be for any accrued base salary for   the sixty (60)-day period plus the period from the sixtieth (60th) day until   the regular payroll date, if applicable, and all salary continuation payments   thereafter, if any, shall be made on the Company’s regular payroll dates. ii.   Bonus Severance Payment.The Company will pay you a lump sum cash amount   equivalent to your target Annual Bonus for the year in which the Separation   from Service Date occurs, prorated based on the Salary Continuation Period   (the “Bonus Severance Payment”). However, if the Qualifying Termination   occurs between January 1 and the payment date of the Annual Bonus that you   would have otherwise earned for performance in the calendar year preceding   the Qualifying Termination, then and only then will you be paid the full   Annual Bonus that you otherwise would have earned for performance in such   preceding calendar year. Your Base Salary as in effect on the Separation from   Service Date, ignoring any decrease that forms the 


    




 










Mark Vignola,   PhD August 29 2019 Page 4 basis of your resignation for Good Reason, if   applicable, shall be used for calculating the Bonus Severance Payment. The   Bonus Severance Payment will be paid within sixty (60) days of the effective   date of the Release (namely, the date it can no longer be revoked) but in no   event later than March 15th of the year following the year in which the   Separation from Service Date occurs. iii. COBRA Severance. As an additional   Severance Benefit, the Company will continue to pay the cost of your (and, if   applicable, your covered dependents’) health care coverage in effect at the   time of your Separation from Service for a maximum of nine (9) months, either   under the Company’s regular health plan (if permitted), or by paying your   COBRA premiums (the “COBRA Severance”). The Company's obligation to pay the   COBRA Severance on your behalf will cease if you obtain health care coverage   from another source (e.g., a new employer or spouse’s benefit plan), unless   otherwise prohibited by applicable law. You must notify the Company within   two (2) weeks if you obtain coverage from a new source. This payment of COBRA   Severance by the Company would not expand or extend the maximum period of   COBRA coverage to which you would otherwise be entitled under applicable law.   Notwithstanding the above, if the Company determines in its sole discretion   that it cannot provide the foregoing COBRA Severance without potentially   violating applicable law (including, without limitation, Section 2716 of the   Public Health Service Act), the Company shall in lieu thereof provide to you   a taxable monthly payment in an amount equal to the monthly COBRA premium   that you would be required to pay to continue your group health coverage in   effect on the date of your termination (which amount shall be based on the   premium for the first month of COBRA coverage), which payments shall be made   on the last day of each month regardless of whether you elect COBRA   continuation coverage and shall end on the earlier of (x) the date upon which   you obtain other coverage or (y) the last day of the ninth (9th) calendar   month following your Separation from Service date. (b) Termination without   Cause or Resignation for Good Reason in Connection with Change in Control   Termination. In the event of a Qualifying Termination that occurs three (3)   months prior to, upon, or within twelve (12) months following the effective   closing of a Change in Control, provided such Qualifying Termination   constitutes a Separation from Service, then subject to Sections 11   (“Conditions to Receipt of Severance Benefits”) and 12 (“Return of Company   Property”) below and your continued compliance with the terms of this   Agreement (including without limitation the Confidentiality Agreement), then   in addition to your Accrued Obligations and the Severance Benefits provided   in Section 9(a) hereof, the Company shall accelerate the vesting of any   then-unvested shares subject to any outstanding option to purchase shares of   the Company’s Common Stock such that one hundred percent (100%) of such   shares shall be deemed immediately vested and exercisable as of your   Separation from Service date (together with the Severance Benefits, the “CIC   Severance Benefits”). 10. Resignation Without Good Reason; Termination for   Cause; Death or Disability. If, at any time, you resign your employment   without Good Reason, or the Company terminates your employment for Cause, or   if either party terminates your employment as a result of your death or   disability, you will receive only (a) your Accrued Obligations, and (b) a   prorated Annual Bonus based upon your performance at the Company in the   calendar year in which your termination due to death or disability occurs.   Under these circumstances, you will not be entitled to any other form of   compensation from the Company, including any Severance Benefits or CIC   Severance Benefits, other than your rights to the vested portion of your   Option and any other rights to which you are entitled under the Company’s   benefit programs. 11. Conditions to Receipt of Severance Benefits.Prior to   and as a condition to your receipt of the Severance Benefits or CIC Severance   Benefits described above, you shall execute and deliver to the Company an 


    




 










Mark Vignola,   PhD August 29 2019 Page 5 effective release of claims in favor of and in a   form acceptable to the Company (the “Release”) within the timeframe set forth   therein, but not later than forty-five (45) days following your Separation   from Service date, and allow the Release to become effective according to its   terms (by not invoking any legal right to revoke it) within any applicable   time period set forth therein (such latest permitted effective date, the   “Release Deadline”). 12. Return of Company Property.Upon the termination of   your employment for any reason, as a precondition to your receipt of the   Severance Benefits or CIC Severance Benefits (if applicable), within five (5)   days after your Separation from Service Date (or earlier if requested by the   Company), you will return to the Company all Company documents (and all   copies thereof) and other Company property within your possession, custody or   control, including, but not limited to, Company files, notes, financial and   operational information, customer lists and contact information, product and   services information, research and development information, drawings,   records, plans, forecasts, reports, payroll information, spreadsheets,   studies, analyses, compilations of data, proposals, agreements, sales and   marketing information, personnel information, specifications, code, software,   databases, computer-recorded information, tangible property and equipment   (including, but not limited to, computers, facsimile machines, mobile   telephones, tablets, handheld devices, and servers), credit cards, entry   cards, identification badges and keys, and any materials of any kind which   contain or embody any proprietary or confidential information of the Company,   and all reproductions thereof in whole or in part and in any medium. You   further agree that you will make a diligent search to locate any such   documents, property and information and return them to the Company within the   timeframe provided above. In addition, if you have used any personally-owned   computer, server, or e-mail system to receive, store, review, prepare or transmit   any confidential or proprietary data, materials or information of the   Company, then within five (5) days after your Separation from Service date   you must provide the Company with a computer-useable copy of such information   and permanently delete and expunge such confidential or proprietary   information from those systems without retaining any reproductions (in whole   or in part). If requested, you shall deliver to the Company a signed   statement certifying compliance with this Section prior to the receipt of the   Severance Benefits or CIC Severance Benefits. Notwithstanding anything to the   contrary herein or in the Confidentiality Agreement, you shall be entitled to   keep copies of your Rolodex (subject to the clarification in the last two   sentences of Section 6 herein), and documents relating to your compensation   and the terms of your employment with the Company. 13. Outside Activities.   Throughout your employment with the Company, you may be eligible to engage in   civic, educational, not-for-profit or similar types of activities and/or   managing your and your family’s personal investments and affairs, so long as   such activities do not interfere with the performance of your duties   hereunder and are in accordance with the Company’s Code of Business Conduct   and Ethics. During your employment by the Company, except on behalf of the   Company, you will not directly or indirectly serve as an officer, director,   stockholder, employee, partner, proprietor, investor, joint venturer,   associate, representative or consultant of any other person, corporation,   firm, partnership or other entity whatsoever known by you to compete with the   Company (or is planning or preparing to compete with the Company), anywhere   in the world, in any line of business engaged in (or demonstrably planned to   be engaged in) by the Company; provided, however, that you may purchase or   otherwise acquire up to (but not more than) one percent (1%) of any class of   securities of any enterprise (but without participating in the activities of   such enterprise) if such securities are listed on any national or regional   securities exchange. 14. Definitions. For purposes of this Agreement, the   following terms shall have the following meanings: For purposes of this   Agreement, “Cause” for termination will mean your: (a) conviction (including   a guilty plea or plea of nolo contendere) of any felony or any other crime   involving fraud, dishonesty or moral turpitude; (b) 


    




 










Mark Vignola,   PhD August 29 2019 Page 6 your commission or attempted commission of or   participation in a fraud or act of material dishonesty or misrepresentation   against the Company; (c) material breach of your duties to the Company; (d)   intentional damage to any property of the Company; (e) willful misconduct, or   other willful violation of Company policy that causes material harm to the   Company; (f) your material violation of any written and fully executed   contract or agreement between you and the Company, including without   limitation, material breach of your Confidentiality Agreement, or of any   statutory duty you owe to the Company. No Cause shall exist unless the   Company has provided you with written notice of termination describing the   particular circumstances giving rise to Cause (which notice shall be   delivered within thirty (30) days of the initial occurrence or discovery by   the Company of the alleged Cause conduct), and has provided you the   opportunity to cure, to the extent reasonably susceptible to cure, such   circumstances within thirty (30) days after receiving such notice. If you so   effect a cure, the notice of Cause shall be deemed rescinded and of no force   or effect. For purposes of this Agreement, you shall have “Good Reason” for   resigning from employment with the Company if any of the following actions   are taken by the Company without your prior written consent: (a) a material   reduction in your base salary, which the parties agree is a reduction of at   least ten percent (10%) of your base salary (unless pursuant to a salary   reduction program applicable generally to the Company’s similarly situated   employees); (b) a material reduction in your duties (including   responsibilities and/or authorities), provided, however, that a change in job   position (including a change in title) shall not be deemed a “material   reduction” in and of itself unless your new duties are materially reduced   from the prior duties; (c) relocation of your principal place of employment   to a place that increases your one-way commute by more than fifty (50) miles   as compared to your then-current principal place of employment immediately   prior to such relocation; or (d) a material breach of this Agreement. In   order to resign for Good Reason, you must provide written notice to the   Company’s CEO within thirty (30) days after the first occurrence of the event   giving rise to Good Reason setting forth the basis for your resignation,   allow the Company at least thirty (30) days from receipt of such written   notice to cure such event, and if such event is not reasonably cured within   such period, you must resign from all positions you then hold with the   Company not later than thirty (30) days after the expiration of the cure   period. For purposes of this Agreement, “Change in Control” will have the   meaning ascribed to such term in the Company’s 2019 Equity Incentive Plan.   15. Compliance with Section 409A. It is intended that the Severance Benefits   and CIC Severance Benefits set forth in this Agreement satisfy, to the   greatest extent possible, the exemptions from the application of Section 409A   of the Internal Revenue Code of 1986, as amended, (the “Code”) (Section 409A,   together with any state law of similar effect, “Section 409A”) provided under   Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). For   purposes of Section 409A (including, without limitation, for purposes of   Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any   installment payments under this Agreement (whether severance payments,   reimbursements or otherwise) shall be treated as a right to receive a series   of separate payments and, accordingly, each installment payment hereunder   shall at all times be considered a separate and distinct payment.   Notwithstanding any provision to the contrary in this Agreement, if the   Company (or, if applicable, the successor entity thereto) determines that the   Severance Benefits and CIC Severance Benefits constitute “deferred   compensation” under Section 409A and you are, on the date of your Separation   from Service, a “specified employee” of the Company or any successor entity   thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code (a   “Specified Employee”), then, solely to the extent necessary to avoid the   incurrence of adverse personal tax consequences under Section 409A, the   timing of the Severance Benefits and CIC Severance Benefits shall be delayed   until the earliest of: (i) the date that is six (6) months and one (1) day   after your Separation from Service date, (ii) the date of your death, or   (iii) such earlier date as permitted under 


    




 










Mark Vignola,   PhD August 29 2019 Page 7 Section 409A without the imposition of adverse   taxation. Upon the first business day following the expiration of such   applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits   deferred pursuant to this Section shall be paid in a lump sum or provided in   full by the Company (or the successor entity thereto, as applicable), and any   remaining payments due shall be paid as otherwise provided herein. No   interest shall be due on any amounts so deferred. If the Severance Benefits   and CIC Severance Benefits are not covered by one or more exemptions from the   application of Section 409A and the Release could become effective in the   calendar year following the calendar year in which you have a Separation from   Service, the Release will not be deemed effective any earlier than the   Release Deadline. The Severance Benefits and CIC Severance Benefits are   intended to qualify for an exemption from application of Section 409A or   comply with its requirements to the extent necessary to avoid adverse personal   tax consequences under Section 409A, and any ambiguities herein shall be   interpreted accordingly. Notwithstanding anything to the contrary herein, to   the extent required to comply with Section 409A, a termination of employment   shall not be deemed to have occurred for purposes of any provision of this   Agreement providing for the payment of amounts or benefits upon or following   a termination of employment unless such termination is also a “separation   from service” within the meaning of Section 409A. With respect to   reimbursements or in-kind benefits provided to you hereunder (or otherwise)   that are not exempt from Section 409A, the following rules shall apply: (i)   the amount of expenses eligible for reimbursement, or in-kind benefits   provided, during any one of your taxable years shall not affect the expenses   eligible for reimbursement, or in-kind benefit to be provided in any other   taxable year, (ii) in the case of any reimbursements of eligible expenses,   reimbursement shall be made on or before the last day of your taxable year   following the taxable year in which the expense was incurred, (iii) the right   to reimbursement or in-kind benefits shall not be subject to liquidation or   exchange for another benefit. 16. Section 280G; Parachute Payments. (a) If any   payment or benefit you will or may receive from the Company or otherwise (a   “280G 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   any such 280G Payment provided pursuant to this Agreement (a “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   (after reduction) being subject to the Excise Tax or (y) the largest portion,   up to and including the total, of the Payment, whichever amount (i.e., the   amount determined by clause (x) or by clause (y)), after taking into account   all applicable federal, state and local employment taxes, income taxes, and   the Excise Tax (all computed at the highest applicable marginal rate),   results in your receipt, on an after-tax basis, of the greater economic   benefit notwithstanding that all or some portion of the Payment may be   subject to the Excise Tax. If a reduction in a Payment is required pursuant   to the preceding sentence and the Reduced Amount is determined pursuant to   clause (x) of the preceding sentence, the reduction shall occur in the manner   (the “Reduction Method”) that results in the greatest economic benefit for   you. If more than one method of reduction will result in the same economic   benefit, the items so reduced will be reduced pro rata (the “Pro Rata   Reduction Method”). (b) Notwithstanding any provision of subsection (a) above   to the contrary, if the Reduction Method or the Pro Rata Reduction Method   would result in any portion of the Payment being subject to taxes pursuant to   Section 409A that would not otherwise be subject to taxes pursuant to Section   409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the   case may be, shall be modified so as to avoid the imposition of taxes   pursuant to Section 409A as follows: (A) as a first priority, the   modification shall preserve to the greatest extent possible, the greatest   economic benefit for you as determined on an after-tax basis; (B) as a second   priority, 


    




 










Mark Vignola,   PhD August 29 2019 Page 8 Payments that are contingent on future events   (e.g., being terminated without Cause), shall be reduced (or eliminated)   before Payments that are not contingent on future events; and (C) as a third   priority, Payments that are "deferred compensation" within the   meaning of Section 409A shall be reduced (or eliminated) before Payments that   are not deferred compensation within the meaning of Section 409A. (c) Unless   you and the Company agree on an alternative accounting firm or law firm, the   accounting firm engaged by the Company for general tax compliance purposes as   of the day prior to the effective date of the Change in Control transaction   shall perform the foregoing calculations. If the accounting firm so engaged   by the Company is serving as accountant or auditor for the individual, entity   or group effecting the change in control transaction, the Company shall   appoint a nationally recognized accounting or law firm to make the   determinations required by this Section 16 (“Section 280G; Parachute   Payments”). The Company shall bear all expenses with respect to the   determinations by such accounting or law firm required to be made hereunder.   The Company shall use commercially reasonable efforts to cause the accounting   or law firm engaged to make the determinations hereunder to provide its   calculations, together with detailed supporting documentation, to you and the   Company within fifteen (15) calendar days after the date on which your right   to a 280G Payment becomes reasonably likely to occur (if requested at that   time by you or the Company) or such other time as requested by you or the   Company. (d) If you receive a Payment for which the Reduced Amount was   determined pursuant to clause (x) of Section 16(a) and the Internal Revenue   Service determines thereafter that some portion of the Payment is subject to   the Excise Tax, you agree to promptly return to the Company a sufficient   amount of the Payment (after reduction pursuant to clause (x) of Section   16(a)) so that no portion of the remaining Payment is subject to the Excise   Tax. For the avoidance of doubt, if the Reduced Amount was determined   pursuant to clause (y) of Section 16(a), you shall have no obligation to   return any portion of the Payment pursuant to the preceding sentence. 17.   Dispute Resolution.To ensure the rapid and economical resolution of disputes   that may arise in connection with your employment with the Company, you and   the Company agree that any and all disputes, claims, or causes of action, in   law or equity, including but not limited to statutory claims, arising from or   relating to the enforcement, breach, performance, or interpretation of this   Agreement, your employment with the Company, or the termination of your   employment, shall be resolved pursuant to the Federal Arbitration Act, 9   U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and   confidential arbitration conducted by JAMS or its successor, under JAMS’ then   applicable rules and procedures for employment disputes before a single arbitrator   (available upon request and also currently available at   http://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that   by agreeing to this arbitration procedure, both you and the Company waive the   right to resolve any such dispute through a trial by jury or judge or   administrative proceeding. Prior to any arbitration, you and the Company   agree first to engage in prompt and serious good faith discussions to resolve   the dispute. In addition, all claims, disputes, or causes of action under this   section, whether by you or the Company, must be brought in an individual   capacity, and shall not be brought as a plaintiff (or claimant) or class   member in any purported class or representative proceeding, nor joined or   consolidated with the claims of any other person or entity. The arbitrator   may not consolidate the claims of more than one person or entity, and may not   preside over any form of representative or class proceeding. To the extent   that the preceding sentences regarding class claims or proceedings are found   to violate applicable law or are otherwise found unenforceable, any claim(s)   alleged or brought on behalf of a class shall proceed in a court of law   rather than by arbitration. This paragraph shall not apply to any action or   claim that cannot be subject to mandatory arbitration as a matter of law,   including, without limitation, sexual harassment claims, to the extent such   claims are not permitted by applicable law to be submitted to mandatory   arbitration (collectively, the “Excluded Claims”). In 


    




 










Mark Vignola,   PhD August 29 2019 Page 9 the event you intend to bring multiple claims,   including one of the Excluded Claims listed above, the Excluded Claims may be   publicly filed with a court, while any other claims will remain subject to   mandatory arbitration. You will have the right to be represented by legal   counsel at any arbitration proceeding. Questions of whether a claim is   subject to arbitration under this agreement shall be decided by the   arbitrator. Likewise, procedural questions which grow out of the dispute and   bear on the final disposition are also matters for the arbitrator. The   arbitrator shall: (a) have the authority to compel adequate discovery for the   resolution of the dispute and to award such relief as would otherwise be   permitted by law; and (b) issue a written statement signed by the arbitrator   regarding the disposition of each claim and the relief, if any, awarded as to   each claim, the reasons for the award, and the arbitrator’s essential   findings and conclusions on which the award is based. The arbitrator shall be   authorized to award all relief that you or the Company would be entitled to   seek in a court of law. You and the Company shall equally share all JAMS’   arbitration fees. Each party is responsible for its own attorneys’ fees,   except as expressly set forth in your Confidentiality Agreement. Nothing in   this Agreement is intended to prevent either you or the Company from   obtaining injunctive relief in court to prevent irreparable harm pending the   conclusion of any such arbitration. Any awards or orders in such arbitrations   may be entered and enforced as judgments in the federal and state courts of   any competent jurisdiction. 18. Indemnification. You will be entitled to   indemnification to the maximum extent permitted by applicable law and the   Company’s Bylaws with terms no less favorable than provided to any other   Company executive officer or director and subject to the terms of any   separate written indemnification agreement. At all times during your employment,   the Company shall maintain in effect a directors and officers liability   insurance policy with you as a covered officer. 19. Miscellaneous. This offer   is contingent upon a background check clearance, reference checks clearance,   and satisfactory proof of your identity and right to work in the United   States. This Agreement, together with your Confidentiality Agreement, forms   the complete and exclusive statement of your employment agreement with the   Company. It supersedes any other agreements or promises made to you by   anyone, whether oral or written, including the Offer Letter. Changes in your   employment terms, other than those changes expressly reserved to the   Company’s or Board’s discretion in this Agreement, require a written   modification approved by you and the Company and signed by you and a duly   authorized officer of the Company. This Agreement will bind the heirs,   personal representatives, successors and assigns of both you and the Company,   and inure to the benefit of both you and the Company, their heirs, successors   and assigns. If any provision of this Agreement is determined to be invalid   or unenforceable, in whole or in part, this determination shall not affect   any other provision of this Agreement and the provision in question shall be   modified so as to be rendered enforceable in a manner consistent with the   intent of the parties insofar as possible under applicable law. This   Agreement shall be construed and enforced in accordance with the laws of the   State of New York without regard to conflicts of law principles. Any   ambiguity in this Agreement shall not be construed against either party as   the drafter. Any waiver of a breach of this Agreement, or rights hereunder,   shall be in writing and shall not be deemed to be a waiver of any successive   breach or rights hereunder. This Agreement may be executed and delivered via   facsimile, electronic mail (including pdf or any electronic signature   complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic   Transactions Act or other applicable law) or other transmission method and   shall be deemed to have been duly and validly delivered and be valid and   effective for all purposes. Please sign and date this Agreement and the   enclosed Confidentiality Agreement and return them to me on or before   September 3, 2019 if you wish to accept employment at the Company under the   terms described above. This Agreement may be executed in one or more   counterparts, each of which shall be deemed to be an original, but all of   which together shall constitute one and the same agreement. The offer of   employment herein will expire 


    




 










Mark Vignola,   PhD August 29 2019 Page 10 if I do not receive this signed letter by that   date. I would be happy to discuss any questions that you may have about these   terms. We are delighted to be making this offer and the Company looks forward   to your favorable reply and to a productive and enjoyable work relationship.   Sincerely, Shoshana Shendelman Chief Executive Officer Reviewed, Understood,   and Accepted: September 3, 2019 Mark Vignola, PhD Date Exhibit A: Agreement   Employee Confidential Information, Inventions, Non-Solicitation and   Non-Competition 


    




 










Execution   Version EXHIBIT A CONFIDENTIALITY AGREEMENT A-1