Exhibit 10.23


Execution Copy


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”), is entered into as of March 9, 2018 (the “Effective Date”) by
and between Innovate Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and June S. Almenoff,
MD, PhD (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Company wishes
to employ the Executive, and the Executive desires to accept employment with the Company, upon the terms and conditions of this
Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing, of the mutual promises herein, and of other good and valuable consideration, including the employment of the
Executive by the Company and the compensation to be received by the Executive from the Company from time to time, and specifically
the compensation to be received by the Executive pursuant to Section 4 hereof, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:


 


1.            Employment.
As of the Effective Date, the Company hereby employs the Executive and the Executive hereby accepts employment as the Chief Medical
Officer (“CMO”) and Chief Operating Officer (“COO”) of the Company upon the terms and conditions
of this Agreement. The Executive shall report to the Chief Executive Officer (“CEO”) of the Company. As of the
Effective Date, the parties agree that the Agreement for Consulting Services dated January 4, 2018, between the Parties shall terminate.


 


2.            Duties.


 


(a)         The
Executive shall faithfully perform all duties of the Company related to the position or positions held by the Executive, including
but not limited to all duties set forth in this Agreement and/or in the Bylaws of the Company related to the position or positions
held by the Executive and all additional duties that are prescribed from time to time by the Board or other designated officers
of the Company, such as the CEO and the Executive Chairman (“EC”). The Executive shall devote the Executive’s
full time and attention to the performance of the Executive’s duties and responsibilities on behalf of the Company and in
furtherance of its best interests; provided, however, that the Executive, subject to the Executive’s obligations hereunder,
shall also be permitted to make personal investments, perform reasonable volunteer services and, with the written prior consent
of the Company, serve on outside boards of directors for non-profit or for profit corporations. The Company is aware that Executive
is currently serving on some outside boards, and the Company and Executive will discuss and agree in writing about whether and
on what basis Executive will continue in such roles. The Executive shall comply with all written Company policies, standards, rules
and regulations (the “Company Policies”) and all applicable government laws, rules and regulations that are
now or hereafter in effect. The Executive acknowledges receipt of copies of all written Company Policies that are in effect as
of the date of this Agreement.


 




     


     


    

 


(b)         Executive’s
base of operation shall be in the Company’s offices in Raleigh, North Carolina, subject to reasonable business travel and
reasonable telecommuting.


 


3.            Term.
The term of this Agreement shall continue until terminated by either party as set forth in Section 5 of this Agreement (the “Term”).


 


4.            Compensation.
During the Term, as compensation for the services rendered by the Executive under this Agreement, the Executive shall be entitled
to receive the following (all payments are subject to applicable withholdings):


 


(a)         Base
Salary. Executive shall be paid an annual salary in the amount of $320,000 (less applicable withholdings), which shall be payable
in accordance with the then-current payroll schedule of the Company (the “Base Salary”). The Executive’s
salary will be reviewed periodically and may be increased from time to time by the Company at its discretion.


 


(b)         Bonuses.
Executive shall be eligible to participate in any bonus or similar incentive plan adopted by the Company as approved by the Board
of Directors (“Board”) for executives at Executive’s level. The amount awarded, if any, to the Executive
under any bonus or incentive plan shall be in the discretion of the Board or any committee administering such plan. Executive’s
bonus, if any, shall be subject to the terms and conditions of any plan or program adopted or approved by the Board.


 


(c)         Equity.
Executive shall be eligible to participate in any equity compensation plan or similar program adopted by the Company when approved
by the Board and, if applicable, the Company’s shareholders, for executives at Executive’s level. The amount awarded,
if any, to the Executive under any such plan shall be in the discretion of the Board or any committee administering such plan and
shall be subject to the terms and conditions of any plan or program adopted or approved by the Board. Subject to the approval of
the appropriate plan, as noted above, and the approval of the specific grant by the Board, the Company will make an initial grant
to Executive of 700,000 options to purchase shares of common stock of the Company, priced at fair market value at the time of grant.
Such grant will be effective when made, following approval by the Board, and shall be subject to terms and conditions to be imposed
by the Board under its plans or programs, which the parties anticipate will include, among other things: (i) vesting on a monthly
basis over a four (4) year period conditioned upon continued employment with the Company, with 10% of such grant vesting as of
the effective date of such grant; and (ii) all unvested options will immediately vest in full upon the occurrence of a change in
control that will be defined in the equity plan document that will be developed.


 


(d)         Benefits.
The Executive shall be entitled to receive those benefits provided from time to time to other executive employees of the Company,
in accordance with the terms and conditions of the applicable plan documents; provided that the Executive meets the eligibility
requirements thereof. All such benefits are subject to amendment or termination from time to time by the Company without the consent
of the Executive or any other employee of the Company.


 


(e)         Paid
Time Off. The Executive shall be entitled to four weeks of paid time off (“PTO”) to be taken in accordance
with the Company’s standard PTO policies.


 




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(f)          Business
Expenses. The Company will reimburse Executive for reasonable travel, entertainment, and other expenses incurred by Executive
in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement
policy for senior executives as in effect from time to time. Provided, however, that the Company will make the reimbursement only
if the corresponding expense is incurred during the term of this Agreement and the reimbursement is made on or before the last
day of the calendar year following the calendar year in which the expense is incurred, the amount of expenses eligible for such
reimbursement during a calendar year will not affect the amount of expenses eligible for such reimbursement in another calendar
year, and the right to such reimbursement is not subject to liquidation or exchange for another benefit from the Company.


 


5.            Termination.
This Agreement and the Executive’s employment by the Company shall or may be terminated, as the case may be, as follows:


 


(a)         Termination
by the Executive. The Executive may terminate this Agreement and Executive’s employment by the Company:


 


(i)             for
“Good Reason” (as defined herein). For purposes of this Agreement, “Good Reason” shall mean, the
existence, without the consent of the Executive, of any of the following events: (A) the Executive’s duties and responsibilities
are substantially reduced or diminished; (B) the Executive’s base salary is reduced by more than 15% from the level prior
to such reduction, except for an across the board reduction in base salary for all executive officers (C) the Company materially
breaches its obligations under this Agreement; or (D) the Executive’s place of employment is relocated by more than 50 miles.
In addition to any requirements set forth above, in order for any of the above events to constitute “Good Reason”,
the Executive must (X) inform the Company of the existence of the event within 90 days of the initial existence of the event, after
which date the Company shall have no less than 30 days to cure the event which otherwise would constitute “Good Reason”
hereunder and (Y) the Executive must terminate employment with the Company for such “Good Reason” no later than two
years after the initial existence of the event which prompted the Executive’s termination.


 


(ii)            Other
than for Good Reason 30 days after notice to the Company.


 


(b)         Termination
by the Company. The Company may terminate this Agreement and the Executive’s employment by the Company upon notice to
the Executive (or personal representative):


 


(i)             at
any time and for any reason;


 


(ii)            upon
the death of the Executive, in which case this Agreement shall terminate immediately; provided that, such termination shall not
prejudice any benefits payable to the Executive’s spouse or beneficiaries which are fully vested as of the date of death;


 




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(iii)           if
the Executive is “permanently disabled” (as defined herein), in which case this Agreement shall terminate immediately;
provided that, such termination shall not prejudice any benefits payable to the Executive, the Executive’s spouse or beneficiaries
which are fully vested as of the date of the termination of this Agreement. For purposes of this Agreement, the Executive shall
be considered “permanently disabled” when a qualified medical doctor mutually acceptable to the Company and
the Executive or the Executive’s personal representative shall have certified in writing that: (A) the Executive is unable,
because of a medically determinable physical or mental disability, to perform substantially all of the Executive’s duties,
with or without a reasonable accommodation, for more than 180 calendar days measured from the last full day of work; or (B) by
reason of mental or physical disability, it is unlikely that the Executive will be able, within 180 calendar days, to resume substantially
all business duties and responsibilities in which the Executive was previously engaged and otherwise discharge the Executive’s
duties under this Agreement; or


 


(iv)          "for
cause" (as defined herein). “For cause” shall be determined by the Company and shall mean:


 


A.       Any
material breach of the terms of this Agreement by the Executive, or the material failure of the Executive to diligently perform
the Executive’s duties for the Company or the Executive’s material failure to achieve her objectives specified by the
Board; provided, however, that the Company must first provide Executive with written notice of the grounds under this Section 5(b)(iv)(A)
and a period of ten (10) business days in which to cure such grounds;


 


B.       The
Executive’s unauthorized use of the Company’s tangible or intangible property (excluding incidental use) or Executive’s
breach of the Proprietary Information Agreement (as defined herein) or any other similar agreement regarding confidentiality, intellectual
property rights, non-competition or non-solicitation;


 


C.       Any
material failure to comply with material Company Policies, applicable government laws, rules and regulations and/or directives
of the Board;


 


D.       The
Executive’s use of illegal drugs or any illegal substance, or the Executive’s use of alcohol in any manner that materially
interferes with the performance of the Executive’s duties under this Agreement;


 


E.       Any
dishonest or illegal action (including, without limitation, embezzlement) or any other action whether or not dishonest or illegal
by the Executive which is materially detrimental to the interest and well-being of the Company, including, without limitation,
harm to its reputation;


 


F.       The
Executive’s failure to fully disclose any material conflict of interest that the Executive may have with the Company in a
transaction between the Company and any third party which is materially detrimental to the interest and well-being of the Company;
or


 


G.       Any
adverse action or omission by the Executive which would be required to be disclosed pursuant to public securities laws or which
would limit the ability of the Company or any entity affiliated with the Company to sell securities under any Federal or state
law or which would disqualify the Company or any affiliated entity from any exemption otherwise available to it.


 




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(c)         Obligations
of the Company Upon Termination.


 


(i)             Upon
the termination of this Agreement: (A) by the Executive pursuant to paragraph 5(a)(ii); or (B) by the Company pursuant to paragraph
5(b)(ii), (iii), or (iv) the Company shall have no further obligations hereunder other than the payment of all compensation and
other benefits payable to the Executive through the date of such termination which shall be paid on or before the Company’s
next regularly scheduled payday unless such amount is not then-calculable, in which case payment shall be made on the first regularly
scheduled payday after the amount is calculable.


 


(ii)            Upon
termination of this Agreement: (A) by the Executive pursuant to paragraph 5(a)(i); or (B) by the Company pursuant to paragraph
5(b)(i) and provided that the Executive first executes and does not revoke a release and settlement agreement in the form acceptable
to the Company within the time period then-specified by the Company but in any event no later than sixty (60) days after the date
of termination (the “Release”): (1) the Company shall pay the Executive an amount equal to twelve (12) months
of Executive’s then-current Base Salary (less all applicable deductions) payable in installments in accordance with the then-current
generally applicable payroll schedule of the Company commencing on the first regularly scheduled pay date of the Company processed
after Executive has executed, delivered to the Company and not revoked the Release; (2) conditioned on Executive’s proper
and timely election to continue the Company’s health insurance benefits under COBRA, or under applicable state law, reimbursement
of the additional costs incurred by Executive for continuing such benefits at the same level in which Executive participated prior
to the date Executive’s employment terminated for the shorter of (a) to twelve (12) months from the date of termination or
(b) until the Executive obtains reasonably comparable coverage, with such reimbursements to begin at the same time as severance
pay set forth in Section 5(c)(ii)(A).


 


(d)         Resignation
as Officer and Director. Upon termination of this Agreement and the Executive’s employment hereunder for any reason by
either party, the Executive shall be deemed to have resigned from all offices and positions the Executive may hold with the Company
at such time including without limitation Board membership and/or positions as an officer of the Company.


 


6.          
Proprietary Information Agreement. The terms of the Proprietary Information, Inventions, Non-Competition and Non-Solicitation
Agreement by and between the Company and the Executive, entered into simultaneously herewith (the “Proprietary Information
Agreement”) and any other similar agreement regarding confidentiality, intellectual property rights, non-competition
or non-solicitation between the Company and the Executive, are hereby incorporated by reference and are a material part of this
Agreement.


 




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7.            Representations
and Warranties.


 


(a)         The
Executive represents and warrants to the Company that the Executive’s performance of this Agreement and as an employee of
the Company does not and will not breach any noncompetition agreement or any agreement to keep in confidence proprietary information
acquired by the Executive in confidence or in trust prior to the Executive's employment by the Company. The Executive represents
and warrants to the Company that the Executive has not entered into, and agrees not to enter into, any agreement that conflicts
with or violates this Agreement.


 


(b)         The
Executive represents and warrants to the Company that the Executive has not brought and shall not bring with the Executive to the
Company, or use in the performance of the Executive's responsibilities for the Company, any materials or documents of a former
employer which are not generally available to the public or which did not belong to the Executive prior to the Executive’s
employment with the Company, unless the Executive has obtained written authorization from the former employer or other owner for
their possession and use and provided the Company with a copy thereof.


 


8.            Indemnification.


 


(a)          By
the Employee. The Executive shall indemnify and hold harmless the Company, its directors, officers, stockholders, agents, and
employees against all claims, costs, expenses, liabilities, and lost profits, including amounts paid in settlement, incurred by
any of them as a result of Executive engaging in actions that constitute Cause under Section 5(b)(iv)B, E, F or G of this Agreement
or the breach by the Executive of any provision of Section 6 and/or 7 of this Agreement.


 


(b)         By
the Company. The Company will indemnify and hold harmless the Executive from any liabilities and expenses arising from Executive’s
actions as an officer, director or employee of the Company to the fullest extent permitted by law, excepting any unauthorized acts,
intentional or illegal conduct which breaches the terms of this or any other agreement or Company policy, including but not limited
to the Proprietary Information Agreement.


 


9.              Notices.
All notices, requests, consents, approvals, and other communications to, upon, and between the parties shall be in writing and
shall be deemed to have been given, delivered, made, and received when: (a) personally delivered; (b) deposited for next day delivery
by Federal Express, or other similar overnight courier services; (c) transmitted via telefacsimile or other similar device to the
attention of the Company President with receipt acknowledged; or (d) three days after being sent or mailed by certified mail, postage
prepaid and return receipt requested, addressed to the Company at 8480 Honeycutt Road, Suite 120, Raleigh, NC 27615, and to the
Executive at the address set forth by the signature page below.


 


10.            Effect.
This Agreement may be assigned by the Company to its successors in interests. This Agreement shall be binding on and inure to the
respective benefit of the Company and its successors and assigns and the Executive and Executive’s personal representatives.


 


11.            Entire
Agreement. This Agreement and the Proprietary Information Agreement and any other similar agreement regarding confidentiality,
intellectual property rights, non-competition or non-solicitation constitute the entire agreement between the parties with respect
to the matters set forth herein and supersede all prior agreements and understandings between the parties with respect to the same.


 




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12.            Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision.


 


13.            Amendment
and Waiver. A waiver of any breach of this Agreement shall not constitute a waiver of any other provision of this Agreement
or any subsequent breach of this Agreement. No provision of this Agreement may be amended, modified, deleted, or waived in any
manner except by a written agreement executed by the parties.


 


14.            Section
409A Matters. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended and the Treasury Regulations and other applicable guidance thereunder (“Section 409A”). To the extent
that there is any ambiguity as to whether this Agreement (or any of its provisions) contravenes one or more requirements of Section
409A, such provision shall be interpreted and applied in a matter that does not result in a Section 409A violation. Without limiting
the generality of the above:


 


(a)         For
clarity, the severance benefits specified in this Agreement (the “Severance Benefits”) are only payable upon
a “separation from service” as defined in Section 409A. The Severance Benefits shall be deemed to be series of separate
payments, with each installment being treated as a separate payment. The time and form of payment of any compensation may not be
deferred or accelerated to the extent it would result in an impermissible acceleration or deferral under Section 409A.


 


(b)         To
the extent this Agreement contains payments which are subject to Section 409A (as opposed to exempt from Section 409A), the Executive’s
rights to such payments are not subject to anticipation, alienation, sale, transfer, pledge, encumbrance, attachment or garnishment
and, where applicable, may only be transferred by will or the laws of descent and distribution.


 


(c)         To
the extent the Severance Benefits are intended to be exempt from Section 409A as a result of an “involuntary separation from
service” under Section 409A, if all conditions necessary to establish the Executive’s entitlement to such Severance
Benefits have been satisfied, all Severance Benefits shall be paid or provided in full no later than December 31st of
the second calendar year following the calendar year in which the Executive’s employment terminated unless another time period
is applicable.


 


(d)         If
the Employee is a “specified employee” (as defined in Section 409A) on the termination date and a delayed payment is
required by Section 409A to avoid a prohibited distribution under Section 409A, then no Severance Benefits that constitute “non-qualified
deferred compensation” under Section 409A shall be paid until the earlier of (i) the first day of the 7th month
following the date of Employee’s “separation from service” as defined in Section 409A, or (ii) the date of Employee’s
death. Upon the expiration of the applicable deferral period, all payments deferred under this clause shall be paid in a lump sum
and any remaining severance benefits shall be paid per the schedule specified in this Agreement.


 




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(e)         The
Company makes no representation that this Agreement will be exempt from or compliant with Section 409A and makes no affirmative
undertaking to preclude Section 409A from applying, but does reserve the right to unilaterally amend this Agreement as may be necessary
or advisable to permit the Agreement to be in documentary and operational compliance with Section 409A which determination will
be made in the sole discretion of the Company.


 


15.          Governing
Law. This Agreement shall be construed, interpreted, and governed in accordance with and by North Carolina law and the applicable
provisions of federal law (“Applicable Federal Law”). Any and all claims, controversies, and causes of action
arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the laws of
the state of North Carolina, including its statutes of limitations, except for Applicable Federal Law, without giving effect to
any North Carolina conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Both
Executive and the Company acknowledge and agree that the state or federal courts located in North Carolina have personal jurisdiction
over them and over any dispute arising under this Agreement, and both Executive and the Company irrevocably consent to the jurisdiction
of such courts.


 


16.          Consent
to Jurisdiction and Venue. Each of the parties agrees that any suit, action, or proceeding arising out of this Agreement may
be instituted against it in the state or federal courts located in Wake County, North Carolina. Each of the parties hereby waives
any objection that it may have to the venue of any such suit, action, or proceeding, and each of the parties hereby irrevocably
consents to the personal jurisdiction of any such court in any such suit, action, or proceeding.


 


17.          Counterparts.
This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, and all of which shall
be deemed a single agreement.


 


18.          Headings.
The headings herein are for convenience only and shall not affect the interpretation of this Agreement.


 


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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	Innovate Biopharmaceuticals, InC.
	 	 
	 	By:	/s/ Christopher Prior
	 	 
	 	June S. Almenoff, MD, PhD
	 	 
	 	/s/ June S. Almenoff
	 	 
	 	Address:


 




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