Exhibit 10.01


 








 


520 Broad Street


Newark, NJ  07102




 


November 21, 2021


 


VIA EMAIL 


 


Patrick Fabbio


 Patrick.fabbio@rafaelholdings.com




 


Dear Pat,


 


As you are aware,
you and Rafael Holdings, Inc. (“Rafael” or the “Company”) entered into a letter agreement dated September 10,
2021 (the “Letter Agreement”) related to your employment by the Company. The purpose of this letter (the “Amendment”)
is to amend the Letter Agreement and your terms of employment, effective as of November 21, 2021 (the “Effective Date”), as
follows:


 


1. As
of the Effective Date, you will be the President and Chief Financial Officer of the Company, which shall be an executive officer position
with the Company, and in that role you will be responsible for business and financial aspects of the operations of the company and its
subsidiaries and controlled affiliates.


 


2. The
third sentence of Section 5 (Equity) of the Letter Agreement shall be amended to read in its entirety:


 


The vesting schedule shall
be as follows: all Options will vest on September 30, 2026.


 


3. Section
7(c) of the Letter Agreement shall be amended to read in its entirety:


 


(c) Termination
without Cause. Your employment at the Company may be terminated by the Company without Cause upon five (5) business days’ written
notice to you in accordance with Section 7(e) below. In the event of the your termination by the Company without Cause: (i) you shall
receive the Base Salary and all eligible benefits, in each case through the Date of Termination, (ii) the Company shall have the right
to determine whether or not you will actively work for the Company during the notice period, and (iii) provided that you execute and deliver
a separation and release agreement in a form acceptable to the Company within twenty-one (21) days after the Date of Termination (unless
applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law
and such 21-day or extended period, as applicable, the “Release Execution Period”) and do not revoke such agreement,
you will receive, as severance pay (A) if your Date of Termination is not within six months following a Change of Control, continuation
of your Base Salary for six (6) months or (B) if your Date of Termination is within six months following a Change of Control, continuation
of your Base Salary for twelve (12) months, in each case payable, subject to Section 11 hereof, on a prorated basis in accordance with
the Company’s regular payroll schedule. You shall not be entitled to any other amounts or benefits from the Company other than as
set forth in this Section 7(c).


 


520 Broad Street, Newark
NJ 07102


 



     


     


    

 











 


520 Broad Street


Newark, NJ  07102




 


4. The
first paragraph of Section 7(d) of the Letter Agreement shall be amended to read in its entirety:


 


(d) Resignation
by You for Good Reason. Your employment at the Company may be terminated by you for Good Reason if (x) you have given written
notice to the Company of the existence of Good Reason no later than thirty (30) days after its initial existence, (y) the Company has
not remedied such Good Reason in all material respects within thirty (30) days after its receipt of such written notice, and (z) you provide
written notice of your resignation to the Company in accordance with Section 7(e) hereunder within seventy-five (75) days following the
initial existence of such Good Reason. In the event of your termination of your employment for Good Reason: (i) you shall receive the
Base Salary and all benefits as generally eligible, in each case through the Date of Termination, (ii) the Company shall have the right
to determine whether or not you will actively work for the Company during any notice period, and (iii) provided that you execute and deliver
a separation and release agreement in a form acceptable to the Company within the Release Execution Period (and do not revoke such agreement),
you will receive, as severance pay (A) if your Date of Termination is not within six months following a Change of Control, continuation
of your Base Salary for six (6) months or (B) if your Date of Termination is within six months following a Change of Control, continuation
of your Base Salary for twelve (12) months, in each case payable, subject to Section 11 hereof, on a prorated basis in accordance with
the Company’s regular payroll schedule. You shall not be entitled to any other amounts or benefits from the Company other than as
set forth in this Section 7(d).


 


Except as set forth above, all
terms of the Letter Agreement and the schedules thereto, shall remain as written and unchanged.


 


Restricted Stock. In
addition to the foregoing, within thirty (30) days of the approval by the stockholders of the Company of the 2021 Equity Incentive Plan,
the Company will grant to you, under such plan, 363103 shares (“Shares”) of Restricted Class stock of the Company. Twenty-one
and one half percent (21.5%) of the Shares will vest on December 21, 2022 (the “Initial Vesting Date”). An additional twenty-one
and one half percent (21.5%) of the Shares will vest in four substantially equal amounts on or near each of the first through the fourth
quarterly anniversaries of the Initial Vesting Date, and the remainder of the Shares will vest in eight substantially equal amounts on
or near each of the fifth through the twelfth quarterly anniversaries of the Initial Vesting Date, provided that vesting will be timed
to coincide with expected open trading windows under the Company’s Insider Trading policy.


 


Nothing herein changes the at-will
nature of your employment with the Company.


 


If these terms are acceptable
to you, please sign and date this Amendment below and return it to Ameet Mallik at ameet.mallik@rafaelholdings.com


 


	 	Very truly yours,
	 	 
	 	/s/ Ameet Mallik
	 	Chief Executive Officer



 


	AGREED TO AND ACCEPTED BY: 	/s/ Patrick Fabbio	 
	 	Patrick Fabbio	 



 


DATE: 11/21/21 




 


520 Broad Street, Newark
NJ 07102