Exhibit 10.2


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Protara Therapeutics, Inc. (the “Company”),
and Jathin Bandari(“Executive”) (collectively referred to as the “Parties” or individually referred
to as a “Party”), effective as of January 10, 2022 (the “Effective Date”).


 


WHEREAS,
the Company and Executive desire to enter into this Agreement to define their mutual rights and duties with respect to Executive’s
compensation and benefits.


 


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


 


1.
Duties and Scope of Employment.




 


(a)
Positions and Duties. Executive will serve as Chief Medical Officer of the Company. Executive will render such business
and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as
shall reasonably be assigned to Executive by the Company’s Chief Executive Officer. The period of Executive’s at-will employment
under the terms of this Agreement is referred to herein as the “Employment Term.”


 


(b)
Obligations. During the Employment Term, Executive will perform Executive’s duties faithfully and to the best of Executive’s
ability and will devote Executive’s full business efforts and time to the Company. For the duration of the Employment Term, Executive
agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without
the prior approval of the Company’s Chief Executive Officer.


 


2. At-Will
Employment. Subject to Sections 7, 8, and 9 below, the parties agree that Executive’s employment with the Company will be
“at-will” employment and may be terminated at any time with or without cause or notice, for any reason or no reason.
Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like
from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or
otherwise, of Executive’s employment with the Company.


 


 3. Compensation.




 


(a)
Base Salary. Effective as of January 2022 and during the Employment Term the Company will pay Executive as compensation
for Executive’s services a base salary at a rate of $415,000 per year, as modified from time to time at the discretion of the Board
or a duly constituted committee of the Board (the “Base Salary”). The Base Salary will be paid in regular installments
in accordance with the Company’s normal payroll practices (subject to required withholding). Any increase in Base Salary (together
with the then existing Base Salary) shall serve as the “Base Salary” for future employment under this Agreement. The
first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working
day of a pay period.


 






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(b) Annual
Bonus. Executive will also be eligible to earn an annual discretionary bonus with a target amount equal to 40% of
Executive’s then current Base Salary. The amount of this bonus, if any, will be determined in the sole discretion of the Board
and based, in part, on Executive’s performance and the performance of the Company during the calendar year. The bonus may be
greater or lesser than the Target Bonus and may be zero based upon the achievement of agreed upon corporate and/or individual goals.
The Company will pay Executive this bonus, if any, on or about February 1st of the following calendar year. The bonus is
not earned until paid and no pro-rated amount will be paid if Executive’s employment terminates for any reason prior to the
payment date except as specified in Sections 7, 8 and 9.


 


(c)
Equity. As of the effective date, it will be recommended to the Board that the Company grants Executive (i) an option to
purchase 81,000 shares of the Company’s common stock (the “Option”) and (ii) a restricted stock unit award in respect
of 13,500 shares of the Company common stock (the “RSUs” and, together with the Option, the “Equity Award”). It
is intended that the Equity Award shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and any regulations promulgated thereunder. The Option will vest over four years as follows: the first 25% will vest on the one-year anniversary
of the grant date and the remaining options will vest monthly over the remaining 36 months of the four-year vesting period. The shares
underlying the RSUs will vest as follows: one-third will vest annually on each of the first, second and third anniversaries of the grant
date. The Equity Award will be subject to the terms, definitions and provisions of the Company’s Amended and Restated 2014 Equity
Incentive Plan, as amended (as the same may be amended from time to time, the “Plan”). Executive will be eligible to
receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements the Company may have in
effect from time to time. The Board or a committee of the Board shall determine in its discretion and guided by market benchmarks whether
Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan
or arrangement that may be in effect from time to time.


 


Executive will be eligible to receive awards of stock options,
restricted stock or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board
or a committee of the Board shall determine in its discretion and guided by market benchmark whether Executive shall be granted any such
equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect
from time to time.


 


4. Employee
Benefits. During the Employment Term, Executive will be eligible to participate in the employee benefit plans currently and
hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without
limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending account plans. The
Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.


 


5. Business
Expenses. During the Employment Term, the Company will reimburse Executive for reasonable business travel, entertainment or
other business expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s
duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.


 


 6. Termination on Death or Disability.




 


(a)
Effectiveness. Executive’s employment will terminate automatically upon Executive’s Death or, upon fourteen
(14) days prior written notice from the Company, in the event of Disability.


 


(b) Effect of
Termination. Upon any termination for death or Disability, Executive or his or her dependents shall be entitled to: (i)
Executive’s Base Salary through the effective date of termination; (ii) the right to continue health care benefits under Title
X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), at the Company’s expense for
a period of six (6) months, to the extent required and available by law; (iii) reimbursement of expenses for which Executive is
entitled to be reimbursed pursuant to Section 5 above, but for which Executive has not yet been reimbursed; and (iv) no other
severance or benefits of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in
effect.


 






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 7. Involuntary Termination for Cause; Resignation Without Good Reason.




 


(a)
Effectiveness. Notwithstanding any other provision of this Agreement, the Company may terminate Executive’s employment
at any time for Cause or Executive may resign from Executive’s employment with the Company at any time without Good Reason. Termination
for Cause, or Executive’s resignation without Good Reason, shall be effective on the date either Party gives notice to the other
Party of such termination in accordance with this Agreement unless otherwise agreed by the Parties. In the event that the Company accelerates
the effective date of a resignation, such acceleration shall not be construed as a termination of Executives employment by the Company
or deemed Good Reason for such resignation.


 


(b) Effect
of Termination. In the case of the Company’s termination of Executive’s employment for Cause, or Executive’s
resignation without Good Reason, Executive shall be entitled to receive: (i) Base Salary through the effective date of the
termination or resignation, as applicable; (ii) reimbursement of all business expenses for which Executive is entitled to be
reimbursed pursuant to Section 5 above, but for which Executive has not yet been reimbursed; (iii) the right to continue health care
benefits under COBRA, at Executive’s cost, to the extent required and available by law; and (iv) no other severance or
benefits of any kind, unless required by law or pursuant to any other written Company plans or policies, as then in effect.


 


 8. Involuntary Termination Without Cause; Resignation for Good Reason.




 


(a)
Effect of Termination. The Company shall be entitled to terminate Executive with or without Cause at any time, subject to
the following:


 


(i)
If Executive is terminated by the Company involuntarily without Cause (excluding any termination due to death or Disability) for
Executive resigns for Good Reason, then, subject to the limitations of Sections 8(b) and 25 below, Executive shall be entitled to
receive: (A) Executive’s BaseSalary through the effective date of the termination or resignation; (B) a lump sum severance pay
equal to nine (9) months of Executive’s Base Salary; (C) a lump sum payment equal to nine (9) months of Executive’s
bonus at target; (D) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 5
above, but for which Executive has not yet been reimbursed; (E) reimbursement of any benefit plan premium costs paid by Executive
for the same level of coverage Executive had during employment for nine (9) months; (F) pro-rata vesting of any outstanding equity
awards to the extent that Executive is not employed through the one-year anniversary of the applicable grant date of such
outstanding equity awards; (G) any unused and accrued vacation and (H) no other severance or benefits of any kind, unless required
by law or pursuant to any written Company plans or policies, as then in effect.


 


(b) Conditions
Precedent. Any severance payments contemplated by Section 8(a) above are conditional on Executive: (i) continuing to comply with
the terms of this Agreement and the Confidential Information Agreement; and (ii) signing and not revoking a separation agreement and
release of known and unknown claims in the form provided by the Company (including nondisparagement and no cooperation provisions)
(the “Release”) and provided that such Release becomes effective and irrevocable no later than sixty (60) days
following the termination date or such earlier date required by the release (such deadline, the “Release
Deadline”). If the Release does not become effective by the Release Deadline, Executive will forfeit any rights to
severance or benefits under this Section 8 or elsewhere in this Agreement. Any severance payments or other benefits under this
Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 25) will be paid on, or, in the
case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if
later, such time as required by Section 25(b). Except as required by Section 25(b), any installment payments that would have been
made to Employee during the sixty (60) day period immediately following Executive’s separation from service but for the
preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the
remaining payments will be made as provided in this Agreement, unless subject to the 6-month payment delay described herein. Any
severance payments under this Agreement that would not be considered Deferred Compensation Separation Benefits will be paid on, or,
in the case of installments, will not commence until, the first payroll date that occurs on or after the date the Release becomes
effective and any installment payments that would have been made to Executive during the period prior to the date the Release
becomes effective following Executive’s separation from service but for the preceding sentence will be paid to Executive on
the first payroll date that occurs on or after the date the Release becomes effective. Notwithstanding the foregoing, this Section
8(b) shall not limit Executive’s ability to obtain expense reimbursements under Section 5 or any other compensation or
benefits otherwise required by law or in accordance with written Company plans or policies, as then in effect.


 






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 9. Definitions.




 


(a) Cause.
For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful and continued failure to
substantially perform the material duties and obligations under this Agreement (for reasons other than death or Disability), which
failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty
(30) days after receipt of written notice from the Company of such failure; (ii) Executive’s failure or refusal to comply with
the policies, standards and regulations established by the Company from time to time which results in a material loss, damage or
injury directly to the Company, and if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the
Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) any act of personal
dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Executive that benefits Executive at the
expense of the Company; (iv) the Executive’s violation of a federal or state law or regulation applicable to the
Company’s business; (v) the Executive’s violation of, or a plea of nolo contendre orguilty to, a felony under the
laws of the United States or any state; or (vi) the Executive’s material breach of the terms of this Agreement or the
Confidential Information Agreement (defined below).


 


(b)
Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning attributed to
such term in the Plan, but shall not include the merger transaction pursuant to that certain Agreement and Plan of Merger and Reorganization,
dated September 23, 2019, by and among the Company, Protara Subsidiary, Inc. (formerly Protara Therapeutics, Inc.) and REM 1 Acquisition,
Inc.


 


(c)
Disability. For purposes of this Agreement, “Disability” means that Executive, at the time notice is
given, has been unable to substantially perform Executive’s duties under this Agreement for not less than one-hundred and twenty
(120) work days within a twelve (12) consecutive month period as a result of Executive’s incapacity due to a physical or mental
condition and, if reasonable accommodation is required by law, after any reasonable accommodation.


 


(d) Good
Reason. For purposes of this Agreement, “Good Reason” means Executive’s written notice of
Executive’s intent to resign for Good Reason with a reasonable description of the grounds therefor within 10 days after the
occurrence of one or more of the following without Executive’s consent, and subsequent resignation within 30 days following
the expiration of any Company cure period (discussed below): (i) a material diminution of Executive’s duties, position or
responsibilities; (ii) a material diminution in Executive’s Base Salary (other than a reduction of not more than 10% that is
applicable to similarly situated executives of the Company); (iii) any other action or inaction that constitutes a material breach
of this Agreement by the Company; or (iv) a material change in the geographic location of Executive’s primary work facility or
location; provided, that a relocation of less than 50 miles from Executive’s then present location will not be considered a
material change in geographic location. Executive will not resign for Good Reason without first providing the Company with written
notice of the acts or omissions constituting the grounds for “Good Reason” within 30 days of the initial existence of
the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date of such notice if
such act or omission is capable of cure.


 


10. Acceleration
of Options; Change in Control. If within eighteen (18) months following a Change in Control (as defined above) the Company or
the successor corporation terminates Executive’s employment with the Company or successor corporation for other than Cause,
death or Disability, then Executive shall be entitled to acceleration of 100% of Executive’s then-unvested and outstanding
equity awards.


 






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 11. Company Matters.




 


(a) Proprietary
Information and Inventions. In connection with Executive’s employment with the Company, Executive will receive and have
access to Company confidential information and trade secrets. Accordingly, enclosed with this Agreement is an Employee Confidential
Information and Inventions Assignment Agreement (the “Confidential Information Agreement”) which contains
restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade
secrets, among other obligations. Executive agrees to review the Confidential Information Agreement and only sign it after careful
consideration.


 


(b)
Resignation on Termination. On termination of Executive’s employment, regardless of the reason for such termination,
Executive shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Executive may
hold in the Company or any affiliate, unless otherwise agreed in writing by the Parties.


 


(c)
Notification of New Employer. In the event that Executive leaves the employ of the Company, Executive grants consent to
notification by the Company to Executive’s new employer about Executive’s rights and obligations under this Agreement and
the Confidential Information Agreement.


 


12. Arbitration.
To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the
Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the
enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Confidential Information Agreement,
or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory
claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law,
by final, binding and confidential arbitration by a single arbitrator conducted in New York, New York by Judicial
Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following
web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply
to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will be provided to Executive upon
request. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both
Executive and the Companywaive the right to resolve any such dispute through a trial by jury or judge or administrative
proceeding. In addition, all claims, disputes, or causes of action under this Section, whether by Executive 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. The Company acknowledges that Executive 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; (b) issue a written arbitration decision, to include the arbitrator’s essential
findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the
Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees.
Except as modified in the Confidential Information Agreement, each party is responsible for its own attorneys’ fees. Nothing
in this Agreement is intended to prevent either Executive 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 ofany competent jurisdiction. To the extent applicable law prohibits mandatory
arbitration of sexual harassment claims, in the event Executive intend to bring multiple claims, including a sexual harassment
claim, the sexual harassment may be publicly filed with a court, while any other claims will remain subject to mandatory
arbitration.


 



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13. Assignment.
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon
Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company
under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation
payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other
attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be
null and void.


 


14. Notices.
All notices, requests, demands and other communications called for under this Agreement shall be in writing and shall be delivered
via e-mail, personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile
directed to the Party to be notified at the address or facsimile number indicated for such Party on the signature page to this
Agreement, or at such other address or facsimile number as such Party may designate by ten (10) days’ advance written notice
to the other Parties hereto. All such notices and other communications shall be deemed given upon personal delivery, three (3) days
after the date of mailing, or upon confirmation of facsimile transfer or e-mail. Notices sent via e-mail under this Section shall be
sent to either the e-mail address in this Agreement, or for e-mails sent by the Company to Executive, to the last e-mail address on
file with the Company.


 


15. Severability.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement will continue in full force and effect without said provision.


 


16. Integration.
This Agreement, together with the Plan (and the award agreements related to such Plan) and the Confidential Information Agreement
represents the entire agreement and understanding between the parties as to the subject matter hereinand supersedes all prior or
contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this
Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.


 


17. Tax
Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.


 


18. Waiver.
No Party shall be deemed to have waived any right, power or privilege under this Agreement or any provisions hereof unless such
waiver shall have been duly executed in writing and acknowledged by the Party to be charged with such waiver. The failure of any
Party at any time to insist on performance of any of the provisions of this Agreement shall in no way be construed to be a waiver of
such provisions, nor in any way to affect the validity of this Agreement or any part hereof. No waiver of any breach of this
Agreement shall be held to be a waiver of any other subsequent breach


 


19. Governing
Law. This Agreement will be governed by the laws of the State of New York (with the exception of its conflict of laws
provisions).


 


20. Acknowledgment.
Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s
legal counsel, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is
knowingly and voluntarily entering into this Agreement.


 






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21. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts
shall constitute but one instrument.


 


22. Effect of
Headings. The section and subsection headings contained herein are for convenience only and shall not affect the construction
hereof.


 


23. Construction of
Agreement. This Agreement has been negotiated by the respective Parties, and the language shall not be construed for or against
either Party.


 


24. Parachute
Payments. If any payment or benefit Executive would receive from the Company or otherwise in connection with a Change in Control
or other similar transaction (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 (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 Executive’s 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 Executive. 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”). Notwithstanding the foregoing, 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 of the Code that would not otherwise be subject
to taxes pursuant to Section 409A of the Code, 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 of the Code as follows: (A) as a first priority,
the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an
after-tax basis; (B) as a second priority, 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 of the Code shall be reduced (or eliminated) before
Payments that are not deferred compensation within the meaning of Section 409A of the Code.


 


(a) Unless
Executive and the Company agree on an alternative accounting 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 triggering the Payment 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 firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause
the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting
documentation, to Executive and the Company within15 calendar days after the date on which Executive’s right to a 280G Payment
becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by
Executive or the Company.


 


(b) If
Executive receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this
Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax,
Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the
first paragraph of this Section 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) in the first paragraph of this Section, Executive shall have no
obligation to return any portion of the Payment pursuant to the preceding sentence.


 






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 25. Section 409A.




 


(a)
Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if
any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits that are considered
deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) will be paid or
otherwise provided until Executive has a “separation from service” within the meaning of Section 409A.


 


(b)
Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning
of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Compensation Separation Benefits
that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first
payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service.
All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to
each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from
service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this
paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other
Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.
Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2)
of the Treasury Regulations.


 


(c)
Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in
Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Compensation Separation Benefits for purposes of clause
(a) above.


 


(d) Any
amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to
Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred
Compensation Separation Benefits for purposes of clause (a) above. For purposes of this Agreement, “Section 409A
Limit” will mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of
pay paid to Executive during the Executive’s taxable year preceding Executive’s taxable year of Executive’s
termination of employment as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service
guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to
Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.


 


(e)
The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and
benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and
to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition
prior to actual payment to Executive under Section 409A.


 


[Remainder of page is intentionally
blank; Signature page follows]


 



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IN WITNESS WHEREOF, each of
the Parties has executed this Agreement as of the day and year first above written.


 


	 	“COMPANY”
	 	 
	 	Protara Therapeutics, Inc.
	 	 
	 	By:	 s/s Jesse Shefferman
	 	 
	 	Address: 345 Park Avenue South, 3rd Floor, New York, NY 10010
	 	 
	 	 



 


	 	“EXECUTIVE”
	 	 
	 	s/s Jathin Bandari, M.D.
	 	 
	 	Address: 	               
	 	 
	 	 	### ###### ###
	 	 	#########, ## #####
	 	 
	 	Fax Number:	 
	 	Email: 	#############@############



 


Enclosures


Duplicate Executive Employment Agreement


Employee Confidential Information and Inventions Assignment
Agreement New York Wage Notice Form (LS 59)


New York City Pregnancy Notice


New York City Earned Safe and Sick Time Act –
Notice of Rights New York City Notice Regarding Sexual Harassment


 


 


 


 


 


 


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