Exhibit
10.1


 





AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This
AMENDMENT is made and effective as of April 1, 2022 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company,
whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and
RAUL R. SILVA, whose address is [**] (the “Executive”). (The Company and the Executive hereinafter sometimes referred
to as the “Parties”.)


 


WITNESSETH:


 


WHEREAS,
the Parties are subject to an Employment Agreement effective the 23rd day of September, 2021 (the “Employement Agreement”);
and


 


WHEREAS,
the Company desires to continue to employ the Executive and the Executive desires to be employed by the Company on the terms contained
herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


The
following amendments are made to the Employment Agreement;


 


Part
1: Section 3(a) Base Salary is revised to read as follows:


 


The
Executive’s annual base salary shall be in the amount of Thirty-Five Thousand Six Hundred Sixty-Five ($35,665.00) Dollars (based
upon Part-Time twenty-five (25%) percent effort to the Company). The Executive’s base salary shall be reviewed annually by the
Board in consultation with the Company’s annual budget, and the Board may, but shall not be required to, increase the base salary.
However, the Executive’s base salary may not be decreased by the Board other than as part of an across-the-board salary reduction
that applies in the same manner to all senior executives. The base salary in effect at any given time is referred to herein as “Base
Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior
executives. Notwithstanding the foregoing, solely for purposes of Section 3(e) (bonus compensation), Section 5(b) (severance payments),
and Section 6 (change in control payments), “Base Salary” means One Hundred Thousand ($100,000.00) Dollars.


 


Part
2: Section 3(c) Employee Benefits is revised to read as follows:


 


Employee
Benefits.


 


(i)
Generally. The Executive shall be entitled to participate in all employee benefit plans, policies, practices and programs maintained
by the Company, as in effect from time to time, to the extent consistent with applicable law and the terms of the applicable employee
benefit plans, policies, practices and programs, including without limitation any 401k plan and equity plans. The Executive understands
that, except when prohibited by applicable law, the Company’s benefit plans may be amended by the Company from time to time in
its sole discretion.


 




    	 



     


    




 


(ii)
Quarterly Equity Grants. On the last business day of each calendar quarter during the term of employment with the Company and
unless prohibited under the Cingulate Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”), the Executive will be granted
a non-qualified stock option (each, an “Option”) to purchase Cingulate Inc. (CING) common stock pursuant the Plan having
a value as of the date of grant of no less than Sixteen Thousand and Eighty-Four ($16,084.00) Dollars with the number of shares subject
to each Option determined by dividing such dollar amount by the closing price of a share of CING common stock on the date of grant (the
“Option Shares”). The per share exercise price for the Option Shares shall be equal to the closing price of a share of CING
common stock on the date of grant. Each Option shall be fully vested on the date of grant. All other terms and conditions of such awards
shall be governed by the terms and conditions of the Plan and the applicable option grant agreement.


 


Part
3: All other provisions of the Employment Agreement remain unchanged; and


 


Part
4: This Amendment shall become effective immediately.


 


IN
WITNESS WHEREOF, the Parties have executed this Amendment effective on the date and year first above written.


 


	 	 	CINGULATE
    THERAPEUTICS LLC
	 	 	 
	 	 	/s/
    Raul Silva
	 	 	RAUL
    SILVA, Chief Science Officer
	 	 	 
	 	 	/s/
    Shane J. Schaffer
	 	 	SHANE
    J. SCHAFFER, Chief Executive Officer