Offer Letter dated March 26, 2021 between Sudarsan Srinivasan and Atomera Incorporated

Exhibit 10.1

March 26, 2021

Via Email

Sudarsan Srinivasan

Dear Sudarsan,

On behalf of Atomera, it is my pleasure to offer you the position of Vice President of Engineering. You will report to the President and Chief Executive Officer, beginning on a mutually agreed date, no later than April 16, 2021. Your starting annual base salary will be $300,000 paid semimonthly.

You will participate in the company’s bonus program. Bonus payments are dependent on company results and are payable at the discretion of the compensation committee of our board of directors. The target bonus rate for your position is 40% of your base annual salary.

You will be granted options to purchase shares of the Atomera’s common stock (“Options”) that will be no less than a number equal to $625,000 divided by the FMV of an Option on the grant date. “FMV” will be determined using the Black-Scholes-Merton option pricing model as described in our most recent Annual Report. Your Option grant will require formal approval by the compensation committee, which will convene on or as soon as practicable after your start date. Your Options will have a four-year vesting schedule, with 25% of the total vesting one year from the date of grant and the balance vesting in equal quarterly installments after that. The above-described equity award will be documented in a separate award agreement delivered to you following the applicable grant date.

We will periodically review your performance and compensation levels and may, beginning in 2022, make adjustments consistent with our executive compensation program, as determined in the sole discretion of the compensation committee.

Consistent with all roles in the company, your employment will be on an at-will basis, having no specified term, and may be terminated at the will of either party on notice to the other. However, if we terminate your employment for any reason other than Cause (as defined in Exhibit A) during your first two years of employment, you will receive the following severance benefits, subject to the conditions noted below: (i) we will pay you an amount equal to six months of your base salary and (ii) we will reimburse you for up to six months for the difference between the premium paid for COBRA continuation coverage for you and your eligible dependents and the contribution paid for similar coverage under the company’s group health plans.

In the event of a Change of Control (as defined in the Company’s 2017 Stock Incentive Plan), all options, restricted stock units, restricted stock and any other form of equity award granted to you and then outstanding that are subject to vesting or risk of forfeiture shall fully vest immediately prior to such Change of Control.

Atomera follows a Self-Managed PTO Policy under which each employee has the flexibility to choose the amount of paid time off that they need as well as the timing of their time off. Paid time off does not accrue under this policy, so there is no requirement to formally track your paid time off. You will be eligible for the health, dental, vision, life/disability insurance and 401K benefits offered to employees generally.

This offer supersedes any prior written or verbal offer and will expire at 5:00 PM, California time, on Monday, March 30, 2021. unless accepted prior thereto.

This offer is also contingent upon (i) signing the Employee Confidentiality and Assignment Agreement (the “Confidentiality Agreement”), (ii) satisfactory completion of a background check (iii) verification of your eligibility to work in the United States and (iv) signing an employment agreement outlining your employment relationship with Insperity, which is a Professional Employment Organization we co-employ with to provide benefit coverage for our employees. The Employee Confidentiality and Assignment Agreement needs to be completed and signed within one week of your acceptance of offer and in any event prior to your commencing employment at Atomera. On your first day of employment, please bring documents to establish your identity and employment eligibility from the enclosed list. These documents will be required to finalize your 1-9 form, which will be completed online on your first day of employment.

You may accept this offer by signing the endorsement below, returning the original letter and the signed agreements listed above to us.

We are very enthusiastic about the potential for Atomera and for your role in our future.

Sincerely,

/s/ Scott A. Bibaud

Scott A. Bibaud

President and Chief Executive Officer

Exhibit A

Additional Provisions for Offer Letter