Exhibit 10.33


 


__________ __, 2015


 


Ira E. Ritter


226 Wikil Place


Palm Desert, CA 92260


 


Dear
Mr. Ritter: 


 


This letter
sets forth the terms of your continued employment with Ritter Pharmaceuticals, Inc. (the “Company”) as of the date
of this letter (the “Effective Date”). Except as otherwise provided for specifically, this letter shall supersede and
replace any previous letters or agreements with respect to the matters set forth herein. For the avoidance of doubt, the fundraising
bonus opportunities provided for in the Executive Compensation Plan, dated September 25, 2013, will remain in effect. You shall
continue to remain employed with the Company as the Executive Chairman and Chief Strategic Officer with all of your current duties,
authorities and responsibilities as of the Effective Date.


 


Compensation



 


Base
Salary: You will receive an annual base salary of $295,000, paid semi-monthly in accordance with the Company’s payroll
practice.


 


Bonus
Compensation: You will have the opportunity to earn an annual bonus based upon a percentage of your base salary and the
achievement of specific performance measures as determined by the Company. Your initial target bonus opportunity percentage equals
35%. The Company will review your base salary and bonus opportunities at least annually for adjustments.


 


Severance:
You will be eligible for severance benefits under the Company’s policy for employees in positions comparable to yours or
pursuant to the terms, if any, of a separate agreement with the Company.


 


Benefits


 


You will be entitled to
continue to receive all employee benefits that the Company customarily makes available to employees in positions comparable to
yours. Additionally, you will be eligible to receive equity award grants pursuant to the terms of the Company’s equity compensation
plans.


 


Governing Law


 


The validity, interpretation, construction
and performance of the provisions of this letter shall be governed by the laws of the State of California without reference to
principles of conflicts of laws that would direct the application of the law of any other jurisdiction.


 


Severability


 


The invalidity or unenforceability of any
provision of this letter will not affect the validity or enforceability of the other provisions of this offer letter, which will
remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered activity,
the provision will be construed, and to the extent necessary will be deemed to be amended, so as to be enforceable to the maximum
extent compatible with applicable law.


 




    	 



    	 



    

 


Employment Relationship; Modification
of Terms of Offer


 


Please be advised that neither this letter
nor any statement made by the Company or its parent, subsidiaries or affiliates is intended to be a contract of employment for
a definite period of time. That means that the employment relationship established by this letter is “at will” and
either you or the Company may terminate the employment relationship at any time and for any reason, with or without cause or notice.
The Company may from time to time and in its own discretion, change the terms and conditions of your employment with or without
notice.


 


To indicate your acceptance, please sign
and return the enclosed copy of this letter to me by ______ ___, 2015.


 


	Sincerely,	 
	 	 	 
	Ritter Pharmaceuticals, Inc.	 
	 	 	 
	By:	 	 
	 	Michael D. Step,	 
	 	Chief Executive Officer	 
	 	 	 
	ACCEPTED:	 
	 	 	 
	 	 	 
	Ira E. Ritter	 
	 	 	 
	 	 	 
	Date