Atossa Genetics Inc.


 


May 23, 2013


 


Mr. Peter Carbonaro


 


Re: Employment Offer


 


Dear Peter:


 


I would like to formally extend to you an offer of employment
as Senior Vice President of Operations, reporting to the Chief Executive Officer. Your start date will be June 3, 2013.


 


Below are the key terms of our offer of employment to you:


 


Responsibilities: As the Senior Vice President of Operations,
you will be the senior manager responsible for managing the company’s day-to-day operations and reporting them to the chief
executive officer (CEO). These include all manufacturing matters, including regulatory affairs matters, supply chain management,
facilities, etc. The CSO, CFO, and VP Marketing will continue to report directly to the CEO and President.


 


Start Date: Upon your acceptance of this offer of employment
with the Company, your employment shall commence within 15 days.


 


Salary: Your initial annual salary shall be $215,000,
paid twice monthly. Your status will be a regular, full-time, exempt employee.


 


Bonus: You will receive a bonus of up to 30% of annual
salary based on goals and objectives mutually set following hiring. $25,000 signing bonus; 50% up front and 50% at year end.


 


Other costs: You will be reimbursed for all approved
office-and business-related expenses to perform your function.


 


Benefits: Atossa Genetics will provide Medical, Dental
and Optical Insurance Benefits per company policy.


 


Vacation and Holidays: During your employment with Atossa
Genetics, you are entitled to 20 days of PTO accrued at 1.25 days per month. Furthermore, you will receive 10 paid company holidays.


 


Stock Options: You will receive a grant of options to
250,000 shares of Atossa common stock with a strike price set at the fair market value on your date of employment. These vest over
four years, with 25% after one year and then the remainder vesting as 1/12th per quarter until they are fully vested.
If there is a change in control of the company all shares will be vested.


 


As a new hire, your options will be granted from inside our
2010 Stock Option and Incentive Plan (“Plan”) as incentive stock options (ISOs) to the maximum extent allowable and
the remainder outside our Plan. All options will be subject to the terms of the plan and those issues outside the Plan will be
considered “non-qualified” stock options for tax purposes.


 






    	 



    	 



    

 


By signing this offer of employment, you agree to abide by the
rules, regulations, ethics and policies of Atossa. This offer of employment is contingent upon successful completion of our reference
checking process, including a background check.


 


For purposes of federal immigration law, you will be required
to provide to Atossa Genetics documentary evidence of your identity and eligibility for employment in the United States. Such documentation
must be provided to Atossa Genetics on the first day of employment.


 


Atossa Genetics has an exciting future and we believe that you
will bring great value to our organization.


 


Regards,


 


/s/ Steven Quay


 


Steve


 


Dr. Steven Quay, MD, PhD, FCAP


CEO & President, Atossa Genetics, Inc. (NASDAQ:ATOS)


“The Breast Health Company”


Director, National Reference Laboratory


for Breast Health, Inc.


1616 Eastlake Ave. E Suite 510


Seattle, WA 98102


 


Accepted.


 


	/s/ Peter J. Carbonaro
	 
	Peter Carbonaro


 


Addendum


2014 Salary: $255,000