Exhibit 10.1


 


IMMUNE PHARMACEUTICALS INC.


 


May 10, 2017


 


Mr. Elliot Maza


550 Sylvan Avenue


Englewood Cliffs, NJ 07632


 


Dear Elliot:


 


You have agreed to
serve as interim Chief Executive Officer (“Interim CEO”) of Immune Pharmaceuticals Inc. (the “Company”)
during the Company’s search for a successor Chief Executive Officer. On behalf of the Company, I am pleased to provide you
with this letter agreement (this “Agreement”) setting forth the terms and conditions of your employment as Interim
CEO, effective as of April 24, 2017 (the “Effective Date”).


 


1.       Term.
The Company will employ you as Interim CEO, upon the terms and subject to the conditions set forth in this Agreement, for a term
beginning on the Effective Date and ending on the earlier of (a) the date on which a successor Chief Executive Officer is hired
and begins employment with the Company, (b) the date of your termination of employment pursuant to paragraph 12 below, or
(c) December 31, 2017 (the “Term”).


 


2.       Position
and Duties. In your position as Interim CEO, you will report directly to the Board of Directors of the Company (the “Board”)
and perform such duties and responsibilities as may be properly and lawfully required from time to time by the Board, with your
principal work place being at the Company’s offices in Englewood Cliffs, New Jersey and/or New York City. You will devote
sufficient business time, energy and talent to serving as Interim CEO, and will perform your duties conscientiously and faithfully,
subject to the reasonable and lawful directions of the Board and in accordance with the policies, rules and decisions adopted from
time to time by the Company and the Board. By signing this Agreement, you represent to the Company that you have no contractual
commitments or other legal obligations that would prohibit you from performing your duties to the Company. During the Term, you
may not engage in any other employment, consulting or other business activity that would significantly interfere with the performance
of your duties set forth in this Agreement or your fiduciary duties to the Company; provided, however, that you may continue
to serve on boards of directors or committees thereof for entities unrelated to the Company on which you served as of the Effective
Date. You will be required, as a condition of employment with the Company, to sign all of the Company’s standard forms applicable
to new employees and comply with all applicable employment policies.


 


3.        Board
Service. During the Term you will continue to serve on the Board, subject to re-election by stockholders. Due to your status
as an insider during the Term, however, you will no longer serve on any Board committees and will not receive any non-employee
director cash retainers or other cash compensation under the Company’s director compensation program for your services as
a director; however, you will be entitled to receive the same type of annual equity award for the same number of shares of the
Company’s common stock, with the same terms and at the same time, as such annual equity awards that you would have been entitled
to receive had you continued to serve as one of the Company’s non-employee directors (the “New Equity Awards”).
The vesting and/or exercisability of outstanding equity awards and the New Equity Awards will continue during and after the Term
in the same manner as the annual equity awards to the Company’s non-employee directors. The Company currently expects that
you will remain on the Board following the end of the Term and re-commence participating in the non-employee director compensation
program at that time. The Company also expects that, following the end of the Term, you will qualify as an independent director
in light of applicable NASDAQ guidance with respect to individuals who serve as executives for limited periods and that you will
thereupon receive appropriate committee assignments.


 






     


     


    

 


4.        Sign
On Equity Grant. The Company will issue to you options to purchase 30,000 shares of the Company’s common stock. The option
grant will become effective upon shareholder approval of a resolution to expand the sublimit of options that may be issued to a
director within a single calendar year.


 


5.        Compensation.
During the Term, you will receive a monthly base salary at the rate of $25,000, payable in accordance with the Company’s
normal payroll practices.


 


6.        Expenses.
During the Term, the Company will reimburse you for all reasonable business expenses, including travel costs while travelling on
Company business. Reimbursements will be subject to such approval guidelines as the Chair of the Board’s Compensation Committee
may establish.


 


7.        Indemnification
and Insurance. The Company will indemnify you with respect to activities in connection with your employment as Interim CEO
to the full extent provided for in its corporate charter, Bylaws or any other indemnification policy or procedure as in effect
from time to time and applicable to its other directors and senior executive officers. In addition, you will be named as an insured
in your capacities as Interim CEO and as director of the Company on the director and officer liability insurance policy currently
maintained, or as may be maintained, by the Company from time to time.


 


8.        Waiver
of Participation in Certain Benefits. During the Term, unless the Board or a committee thereof determines otherwise, you will
not be eligible to participate in, and by execution of this Agreement you waive participation in, any severance programs or bonus/incentive
plans or programs, maintained by the Company and its affiliates applicable to senior executives of the Company. Otherwise, you
will be entitled to participate in employee benefits plans, including but not limited to, health and welfare benefits, consistent
with the benefits provided to other senior executives of the Company.


 


9.        Confidential
Information. You agree that during your employment with the Company, and at all times thereafter:


 


(A)        You
will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as herein after defined) except
as required in the performance of your duties to the Company or as otherwise required by law, subpoena or legal process. As used
herein, “Confidential Information” means all trade secrets and all other confidential or proprietary information of
a business, technical, financial, or marketing nature relating to the business of the Company, including without limitation, intellectual
property, financial statements, technical processes, formulae, designs, projections, inventions, computer software programs, business
plans, and projects that that Company has taken measures to keep confidential or that the Company has agreed to keep confidential;
provided that the Confidential Information shall not include any information that has entered the public domain through no fault
your own.


 






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(B)       You
shall make no use whatsoever, directly or indirectly, of any Confidential Information at any time, except as required in connection
with the performance of your duties for the Company.


 


(C)        Upon
the Company’s request, at any time, you shall immediately deliver to the Company all materials (printed, electronic or in
whatever form) in your possession that contain or relate to Confidential Information.


 


(D)        In
addition, you understand that an individual shall not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an
attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit
for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the
individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade
secret under seal; and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement or any other
agreement between the parties is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade
secrets that are expressly permitted by 18 U.S.C. § 1833(b).


 


10.        Non-Disparagement.
During your employment with the Company, and at all times hereafter, you will not directly or indirectly make any disparaging statements
about the Company, or any of its directors, officers, employees, stockholders, affiliates, partners, agents, attorneys or representatives.
This provision shall not, however, prohibit you from testifying truthfully in any court proceeding or governmental investigation
or from making non-public comments in the course of performing your duties as Interim CEO.


 


11.        Legal
Process and Disclosure. Nothing herein, including the confidentiality and non-disparagement provisions, shall be construed
to limit your right to (1) respond accurately and fully to any question, inquiry or request for information when required by legal
process; or (2) file a complaint with the Securities and Exchange Commission or any other federal, state or local governmental
agency or commission (“Government Agencies”). You understand that this Agreement does not limit your ability to communicate
with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government
Agency, including providing documents or other information without notice to the Company.


 






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12.        Termination.
Your employment with the Company may be terminated by you or the Company at any time with thirty days’ written notice.


 


13.        Arbitration
and Jurisdiction. Subject to the exception set forth below, you understand that the parties agree that any controversy or claim
arising out of or relating to this Agreement shall be settled by arbitration administered by the American Arbitration Association
under its Employment Arbitration Rules and Mediation Procedures, and judgment upon the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof. Any arbitration shall occur in New York City. Any claim seeking injunctive
relief pursuant to paragraphs 9 and 10 may be adjudicated in a state or federal court located in New York. The terms of this Agreement
and the resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or arising out of, related
to, or in any way connected with, this Agreement, your employment with the Company or any other relationship between you and the
Company will be governed by New York law, excluding laws relating to conflicts or choice of law. In any action between the parties
arising out of or relating to any such disputes, each of the parties irrevocably and unconditionally consents and submits to the
exclusive jurisdiction and venue of the state and federal courts located in the State of New York or of the United States of America
for the Southern District of New York.


 


14.        Miscellaneous.
This Agreement supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied
or otherwise) between you and the Company, and constitutes the complete agreement between you and the Company, regarding your position
as Interim CEO. This Agreement may not be amended or modified, except by an express written agreement signed by both you and the
Chairman of the Board or an officer of the Company duly authorized by the Board. Neither party may assign or delegate any of its
or his obligations hereunder without the prior written consent of the other party, provided that the Company may assign this Agreement
in connection with a sale or other disposition of all or substantially all of its assets. This Agreement will be binding upon and
will inure to the benefit of you and your administrators, executors, heirs and permitted assigns, and the Company and its successors
and permitted assigns.


 






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Please confirm your
agreement with these terms by signing below and return a copy for our files.


 


Sincerely,


 


IMMUNE PHARMACEUTICALS INC.


 





	By:  	/s/ Cameron Durrant	 
	Cameron Durrant, Lead Independent Director	 
	 	 	 
	 	 	 
	Agreed and accepted:	 
	 	 	 
	 	 	 
	/s/ Elliot Maza	 
	ELLIOT MAZA	 







 






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