Amendment to Employment Agreement, by and between the Registrant and Riccardo Perfetti, dated March 9, 2020

Exhibit 10.14

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into on March 9, 2020, by and between Riccardo Perfetti (“Executive”) and Applied Therapeutics Inc., a Delaware corporation (the “Company”).  For purposes of this Amendment, Executive and the Company may collectively be referred to as “the Parties.”

WHEREAS,  Executive and the Company are parties to an Employment Agreement dated as of August 28, 2019 (the “Agreement”) setting forth the terms and conditions of Executive’s employment with the Company; and

WHEREAS, the Parties desire to amend the Agreement to provide (i) that a termination of employment due to death or disability shall constitute a Qualifying Termination (as defined in the Agreement) and (ii) for accelerated vesting of Executive’s outstanding equity awards in the event of a Change in Control (as defined in the Company’s 2019 Equity Incentive Plan).  

NOW THEREFORE, in consideration of the mutual covenants and promises made in this Amendment, Executive and the Company hereby agree as follows:

“Notwithstanding anything in this Agreement, any equity plan of the Company or any award agreement to the contrary, in the event of a Change in Control (as defined in the Company’s 2019 Equity Incentive Plan), the Company shall accelerate the vesting of any then-unvested shares of the Company’s Common Stock subject to your outstanding equity awards such that one hundred percent (100%) of such shares shall be deemed immediately vested (and exercisable, as applicable) as of the date of such Change in Control.”

“If the Company terminates your employment without Cause (including as a result of your death or disability) or you resign for Good Reason (either a termination referred to as a “Qualifying Termination”), and provided such Qualifying Termination constitutes a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service” and the date of such Separation from Service, the “Separation from Service Date”), then subject to Sections 11  (“Conditions to Receipt of Severance Benefits”) and 12  (“Return of Company Property”) below and your continued compliance with the terms of this Agreement (including without limitation the Confidentiality Agreement), in addition to your Accrued Obligations, the Company will provide you (or  your estate, as applicable) with the following severance benefits (the “Severance Benefits”):”

“The Company will pay you (or your estate, as applicable), as cash severance, twelve (12) months of your base salary in effect as of your Separation from Service Date, less standard payroll deductions and tax withholdings (the “Severance”).”

“The Company will pay you (or your estate, as applicable) a lump sum cash amount equivalent to your target Annual Bonus for the year in which the Separation from Service Date occurs (the “Bonus Severance Payment”).”

“If, at any time, you resign your employment without Good Reason, or the Company terminates your employment for Cause, you will receive only your Accrued Obligations.”

“Conditions to Receipt of Severance Benefits. Prior to and as a condition to your (or your estate’s, as applicable) receipt of the Severance Benefits described above, you (or your estate, as applicable) shall execute and deliver to the Company an executive release of claims in favor of and in a form acceptable to the Company (the “Release”) within the timeframe set forth therein, but not later than forty-five (45) days following your Separation from Service Date, and allow the Release to become effective according to its terms (by not invoking any legal right to revoke it) within any applicable time period set forth therein (such latest permitted effective date, the “Release Deadline”).”

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