bdsi1033baileyofferlette






ACTIVE/105449286.6          1      November 4, 2020    Via Email    Jeffrey A. Bailey  P.O. Box 180  Melvin Village, NH 03850    Re: Amended and Restated Employment Agreement    Dear Jeffrey:  This Amended and Restated Employment Agreement (this “Agreement”) confirms the  agreement between you and BioDelivery Sciences International, Inc. (the “Company”) to amend that  certain letter agreement between you and the Company dated as of May 10, 2020 (the “Prior  Agreement”).  This Agreement amends and restates the Prior Agreement and sets forth the terms of your  continued employment with the Company as the Chief Executive Officer of the Company (“CEO”).   The terms of employment set forth below supersede and replace the terms set forth in any other oral or  written communications relating to the subject matter herein, including without limitation the Prior  Agreement.  WHEREAS, you have served as the Company’s interim CEO (“Interim CEO”) since May 11,  2020; and   WHEREAS, the Company desires to continue to employ you as CEO and you desire to continue  to be employed as CEO beginning on November 4, 2020 (the “Effective Date”) on the terms contained  herein.  NOW, THEREFORE, for good and valuable and valuable consideration, the receipt of which is  hereby acknowledged, you and the Company hereby agree as follows:    1. Term. The Company shall employ you as CEO pursuant to this Agreement commencing on the  Effective Date and continuing until such employment is terminated in accordance with the provisions  hereof (the “Term”).  Your employment with the Company will continue to be “at will,” meaning that  your employment may be terminated by the Company or you at any time and for any reason subject to  the terms of this Agreement.  2. Position.  As the CEO, you shall, subject to the oversight by and control of the Board of  Directors, have general and active management of the business of the Company and such other powers  and duties as may from time to time be prescribed by the Board of Directors of the Company (the  “Board”), provided that such powers and duties are consistent with your position as CEO. You shall  report to the Board of Directors and the Company’s C-suite officers, including the President and Chief  Commercial Officer, Chief Financial Officer, Chief Medical Officer and General Counsel, Chief  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          2    Compliance Officer and Corporate Secretary shall report to you.  In addition, you shall continue to serve  as member of the Board during your employment, subject to being elected to the Board and applicable  corporate governance documents, provided, however, that you shall, upon request of the Board, recuse  yourself from any discussions of your employment; provided further, that except as may otherwise be  provided by the Board at such time, you shall be deemed to have resigned from the Board and from any  related positions upon ceasing to serve as CEO for any reason.  For the avoidance of doubt, you will no  longer be subject to the Company’s Director Remuneration Policy.  As CEO, you shall devote your full  working time and efforts to the business and affairs of the Company.  Notwithstanding the foregoing,  you may continue to engage in the outside activities listed on Exhibit A, and any additional board seats  which have been approved by the Board, as long as such activities do not interfere with the performance  of your duties to the Company.  In addition, you may engage in religious, charitable or other community  activities as long as such services and activities do not interfere with the performance of your duties to  the Company.  3. Salary.  Effective on the Effective Date, the Company will pay you an initial base salary at the  rate of $650,000 per year, payable in accordance with the Company’s standard payroll schedule and  subject to applicable deductions and withholdings.  Your base salary shall be subject to periodic review  by the Board or the Compensation Committee of the Board (the “Compensation Committee”), provided  that the first such review following the Effective Date will occur in the first quarter of calendar year  2022, subject to your continued employment at such time.  The base salary in effect at any given time is  referred to herein as “Base Salary.”  The Base Salary shall be payable in a manner that is consistent with  the Company’s usual payroll practices for its executive officers.  4. Bonus.  You will be eligible to receive cash incentive compensation as determined by the Board  or the Compensation Committee from time to time.  Commencing in calendar year 2021, your initial  target annual incentive compensation shall be 70 percent of your Base Salary.  The target annual  incentive compensation in effect at any given time is referred to herein as “Target Bonus.”  The actual  amount of your annual incentive compensation, if any, shall be determined in the sole discretion of the  Board or the Compensation Committee, subject to the terms of any applicable incentive compensation  plan that may be in effect from time to time.  Except as otherwise provided herein or as may be provided  by the Board or the Compensation Committee, you must be employed on the date a bonus is paid to earn  any part of a bonus. Any annual bonus you earn and become entitled to receive shall be paid on the same  date such bonus is paid to other C-suite level executives who have earned a bonus.    You are not eligible for an annual bonus for calendar year 2020.  However, in recognition of  your work as Interim CEO, and provided that you remain employed by the Company at the time of  payment, you will be paid a one-time bonus in the gross amount of $200,000, to be paid by December  31, 2020.  For the avoidance of doubt, this bonus shall be in lieu of the bonus described in the Prior  Agreement.  5. Equity.    (a) Notwithstanding anything to the contrary in the applicable restricted stock unit agreement  or stock option agreement, (i) the 40,000 unvested restricted stock units granted to you on May 10, 2020  in connection with becoming Interim CEO and (ii) the unvested portion of the option that was granted to  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          3    you on May 10, 2020 in connection with becoming Interim CEO to purchase 160,000 shares of the  Company’s common stock shall immediately accelerate and become fully vested and exercisable or  nonforfeitable as of the Effective Date.   (b) In addition, on the Effective Date, you will be granted a non-qualified stock  option to  purchase 840,000 shares of the Company’s common stock (the “Option”),which Option will vest  annually in one-third (1/3) increments over three (3) years, beginning on the first anniversary of the  Effective Date.  The Option shall be governed by the terms of the Company’s 2019 Equity Incentive  Plan and any amendments thereto (the “Plan”) and a separate award agreement to be entered into under  the Plan as soon as practicable after the Option is granted; provided, that the exercise price per share of  the Option will be the volume-weighted average price of the Company’s publicly-traded common stock  for the 30-day period immediately preceding the date of grant.  In addition to the Option, on the  Effective Date, you will be granted 160,000 restricted stock units under the Plan (the “RSUs”), the  vesting of which will be in one-third (1/3) increments over three (3) years, beginning on the first  anniversary of the Effective Date, subject to continued employment or service to the Company through  the applicable vesting date. The terms for the grant of the RSUs shall be governed by the Plan and a  separate award agreement to be entered into between you and the Company.  (c) You shall be eligible to earn and receive future annual stock grants upon the same  considerations and conditions as the Company’s other C-suite level executives; provided that the Board  will first consider such grants in the first quarter of calendar year 2022, subject to your continued  employment at such time.  (d) For the avoidance of doubt, other than the accelerated vesting set forth in subsection (a)  above, nothing herein affects your existing equity awards with the Company, which shall remain in full  force and effect, subject to the terms of the Plan and the applicable equity awards (collectively, the  “Equity Documents”).   6. Benefits.  During the Term, you will be eligible, subject to the terms of the applicable plans and  programs, to participate in the employee benefits and insurance programs generally made available to  the Company’s executive officers.  The Company reserves the right to modify, amend or cancel any of  its benefits plans or programs at any time.  7. Paid Time Off.  You shall be entitled to accrue up to four (4) weeks of vacation each calendar  year in accordance with the Company’s applicable vacation policy, as may be in effect from time to  time.  You will also be eligible for Company-paid holidays and any other paid time off provided for  under the Company’s applicable time off policies.  8. Business Expenses.  You shall be entitled to receive prompt reimbursement for all reasonable  expenses that you incur during the Term in performing services hereunder, in accordance with the  policies and procedures then in effect and established by the Company for its executive officers.  In  addition, you will be provided with an allowance for cellular phone and home office internet in the  amount of $87.70 payable biweekly (annual equivalent of $190.00 per month).  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          4    9. Location.  You will be permitted to work remotely from your home office in New Hampshire,  provided that, you are expected to travel to the Company’s Raleigh, NC office as is reasonably  necessary to perform the duties of CEO and you may be required to travel elsewhere for business from  time to time, consistent with the Company’s business needs.  The Company will reimburse you for  reasonable expenses incurred in connection with such travel in accordance with the policies and  procedures then in effect and established by the Company for its executive officers.  For the avoidance  of doubt, the expectation during the COVID-19 pandemic is that you will travel as is necessary and as  safety permits.   10. At-will Employment.  At all times your employment is “at will,” meaning you or the Company  may terminate it at any time for any or no reason.  Although your job duties, title, reporting structure,  compensation and benefits, as well as the Company’s benefit plans and personnel policies and  procedures, may change from time to time, the “at will” nature of your employment may only be  changed in an express written agreement signed by you and a duly authorized member of the Board  (excluding yourself).  Your last day of employment is referred to herein as the “Date of Termination.”   In the event of the ending of your employment for any reason, the Company shall pay you (i) your Base  Salary through the Date of Termination, (ii) any accrued but unused vacation through the Date of  Termination, (iii) the amount of any documented expenses properly incurred by you on behalf of the  Company prior to any such termination and not yet reimbursed and (iv) any vested benefits you may  have under, or any rights that you may have been specifically granted pursuant to, any of the Company’s  or its successor’s equity incentive plans, retirement plans, supplementary retirement plans, profit sharing  and savings plans, healthcare, 401(k) and any other employee benefit plans sponsored by the Company  or its successor through the Date of Termination, which vested benefits shall be paid and/or provided in  accordance with the terms of such incentive plans or employee benefit plans (the “Accrued  Obligations”).    11. Severance Payment Outside of a CIC Severance Triggering Event.  If the Company  terminates your employment other than for “Cause” (as defined below) or if your employment is  terminated as a result of your death or permanent disability or by you for “Good Reason” (as defined  below), and you comply with the terms stated below, provided that you (and/or your beneficiaries) enter  into a release agreement in a form provided by the Company at the time of such termination (a  “Release”) and the Release becomes effective within 60 days after the Date of Termination (or such  shorter period as set forth in the Release), the Company will pay you a one-time cash severance payment  equal to (i) 100% of your annual Base Salary, plus (ii) the pro-rata share of your Target Bonus for the  year in which the Date of Termination occurs (the “Severance Payment”), and, if the Date of  Termination occurs after the completion of a calendar year but prior to the payment of annual bonuses  for such year, the Company will pay you the bonus amount that you otherwise would have earned if you  remained employed on the date of payment, as determined in the sole discretion of the Board or the  Compensation Committee in accordance with Section 4 of this Agreement (the “Prior Year Bonus”).   The Severance Payment will be paid within 60 days of the Date of Termination, provided, however, that  if the 60-day period begins in one calendar year and ends in a second calendar year, such payment to the  extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the  Internal Revenue Code of 1986, as amended (the “Code”), shall be paid in the second calendar year by  the last day of such 60-day period.  If applicable, the Prior Year Bonus shall be paid to you at the time  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          5    that the Company’s other executives receive their annual bonuses, which shall be no later than March 15  of the calendar year in which the Date of Termination occurs.  12. Change in Control Benefits following a CIC Severance Triggering Event.  If your  employment with the Company is terminated by the Company or its successor without Cause or by you  for Good Reason, in either case within twelve (12) months following the occurrence of a “Change in  Control” (as defined below) (a “CIC Severance Triggering Event”), then, in lieu of the Severance  Payment: (i) you will be entitled to (A) a one-time cash severance payment equal to 100% of your then  current annual Base Salary, plus (B) a one-time cash payment of 100% of your Target Bonus (the “CIC  Severance Payment”); (ii) if the Date of Termination occurs after the completion of a calendar year but  prior to the payment of annual bonuses for such year, you will be entitled to the Prior Year Bonus; and  (iii) all unvested time-based options, restricted stock units or other equity securities to acquire shares of  the Company’s common stock granted to you under the Company’s 2011 and 2019 Equity Incentive  Plans or any similar plan shall immediately become fully vested, such restricted stock units and other  equity securities shall be paid no later than the date the CIC Severance Payment is made and such vested  options shall be exercisable for the period provided for in the respective plan (collectively the “Change  in Control Benefits”). Following the Company’s or its successor’s compliance with clauses (i), (ii) and  (iii) above, along with the Company’s or its successor’s payment or provision of the Accrued  Obligations, the Company or its successor shall have no further obligations to you following  termination. In addition, as a condition to the Change in Control Benefits, you must enter into a Release  and the Release must become effective within 60 days after the Date of Termination (or such shorter  period as set forth in the Release). The CIC Severance Payment will be paid within 60 days of the Date  of Termination, provided, however, that if the 60-day period begins in one calendar year and ends in a  second calendar year, such payment to the extent it qualifies as “non-qualified deferred compensation”  within the meaning of Section 409A of the Code, shall be paid in the second calendar year by the last  day of such 60-day period.  If applicable, the Prior Year Bonus shall be paid to you at the time that the  Company’s or its successor’s other executives receive their annual bonuses, which shall be no later than  March 15 of the calendar year in which the Date of Termination occurs.  All such payments shall  comply with Section 409A of the Code and all regulations promulgated thereunder.  13. Definitions.  For purposes of this Agreement, the following terms shall have the  following meanings:  (a) “Cause” shall mean (i) a material breach or material default (including, without  limitation, any material dereliction of duty) by you of any agreement between you and the Company or  your continuing failure to follow any valid and legal direction of the Board; (ii) your gross negligence,  willful misfeasance or breach of fiduciary duty; (iii) your commission of an act of fraud, embezzlement  or any felony or crime of dishonesty in connection with your duties with the Company; (iv) your  continued non-performance of your duties hereunder (other than by reason of your physical or mental  illness, incapacity or disability) which has continued for more than 15 days following written notice of  such non-performance from the Board; or (v) your conviction of a felony or any other crime that would  materially and adversely affect: (a) the Company’s business reputation, or (b) the performance of your  duties for the Company. For the avoidance of doubt, in the event of a termination of your employment  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          6    for Cause, the Company will pay you the Accrued Obligations, and thereafter the Company shall have  no further responsibility for termination or other payments to you.  (b) “Good Reason” shall mean the occurrence of any of the following in each case during the  Term without your consent: (i) a reduction in your Base Salary; (ii) a reduction in your Target Bonus  opportunity; (iii) any material breach by the Company of any material provision of this Agreement or of  any other agreement between the Company and you, including any representation, warranties or  covenants set forth herein; (iv) the Company’s failure to obtain an agreement from any successor to the  Company following a Change in Control to assume and agree to perform this Agreement in the same  manner and to the same extent that the Company would be required to perform if no succession had  taken place, except where such assumption occurs by operation of law; or (v) a material, adverse change  in your title, authority, duties, or responsibilities (other than temporarily while you are physically or  mentally incapacitated or as required by applicable law).You shall not terminate your employment for  Good Reason unless you have first provided written notice to the Company of the existence of the  circumstances providing grounds for termination for Good Reason within sixty (60) days of the date you  learn of the initial existence of such grounds and the Company has had at least thirty (30) days from the  date on which such notice is provided to cure such circumstances and has failed to cure such  circumstances. If you do not terminate your employment for Good Reason within ninety (90) days after  the date you learn of the first occurrence of the applicable grounds, then you will be deemed to have  waived your right to terminate for Good Reason with respect to such grounds.  (c) “Change in Control” means the occurrence of any one or more of the following events (it  being agreed that, with respect to paragraphs (i) and (iii) of this definition below, a “Change in Control”  shall not be deemed to have occurred if the applicable third party acquiring party is an “affiliate” of the  Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended):  (i) an acquisition (whether directly from the Company or otherwise) of any voting securities of the  Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section  13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”)), immediately  after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated  under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the Company’s  then outstanding Voting Securities; (ii) the individuals who, as of the date hereof, are members of the  Company’s Board cease, by reason of a financing, merger, combination, acquisition, takeover or other  non-ordinary course transaction affecting the Company, to constitute at least fifty-one percent (51%) of  the members of the Company’s Board; or (iii) the consummation of: (A) a merger, consolidation or  reorganization involving the Company, where either or both of the events described in clauses (i) or (ii)  above would be the result; (B) a liquidation or dissolution of or appointment of a receiver, rehabilitator,  conservator or similar person for, or the filing by a third party of an involuntary bankruptcy against, the  Company; or (C) an agreement for the sale or other disposition of all or substantially all of the assets of  the Company to any Person (other than a transfer to a subsidiary of the Company).  14. Confidential Information and Restricted Activities.  You also will be required to sign,  as a condition of your employment, an Employee Confidentiality, Assignment, Nonsolicitation and  Noncompetition Agreement, a copy of which is enclosed with this Agreement (the “Restrictive  Covenants Agreement”).  The obligations under the Restrictive Covenants Agreement are supplemental  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          7    to, and not in lieu of, your existing confidentiality obligations with respect to your role as a member of  the Board.  This Agreement is conditioned on your representation that you are not subject to any  confidentiality, noncompetition, nonsolicitation, invention assignment or other agreement that restricts  your employment activities or that may affect your ability to devote full time and attention to your work  at the Company.  You further represent that you have not used and will not use or disclose any trade  secret or other proprietary right of any previous employer or any other party.     15. Taxes; Section 409A. All forms of compensation referred to in this Agreement are  subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by  law. You hereby acknowledge that the Company does not have a duty to design its compensation  policies in a manner that minimizes your tax liabilities, and you will not make any claim against the  Company or the Board related to tax liabilities arising from your compensation.  Anything in this  Agreement to the contrary notwithstanding, if at the time of your separation from service within the  meaning of Section 409A of the Code, the Company determines that you are a “specified employee”  within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit  that you become entitled to under this Agreement on account of your separation from service would be  considered deferred compensation subject to the 20% additional tax imposed pursuant to Section  409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such  payment shall not be payable and such benefit shall not be provided until the date that is the earlier of  (A) six months and one day after your separation from service, or (B) your death. If any such delayed  cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up  payment covering amounts that would otherwise have been paid during the six-month period but for the  application of this provision, and the balance of the installments shall be payable in accordance with  their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this  Agreement shall be provided by the Company or incurred by you during the time periods set forth in this  Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event  shall any reimbursement be paid after the last day of the taxable year following the taxable year in which  the expense was incurred. The amount of in-kind benefits provided, or reimbursable expenses incurred  in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for  reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject  to liquidation or exchange for another benefit. To the extent that any payment or benefit described in this  Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to  the extent that such payment or benefit is payable upon your termination of employment, then such  payments or benefits shall be payable only upon your “separation from service.” The determination of  whether and when a separation from service has occurred shall be made in accordance with the  presumptions set forth in Treasury Regulation Section 1.409A-1(h).  The Company and you intend that  this Agreement will be administered in accordance with Section 409A of the Code. To the extent that  any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the  provision shall be read in such a manner so that all payments hereunder comply with Section 409A of  the Code. The Company makes no representation or warranty and shall have no liability to you or any  other person if any provisions of this Agreement are determined to constitute deferred compensation  subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such  Section.  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          8    16. Section 280G.  Anything in this Agreement to the contrary notwithstanding, in the event  that the amount of any compensation, payment or distribution by the Company to you or for your  benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement  or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable  regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by  Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the  sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject  to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if  it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if  the Aggregate Payments were not subject to such reduction.  In such event, the Aggregate Payments  shall be reduced in the following order, in each case, in reverse chronological order beginning with the  Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is  subject to Section 280G of the Code:  (1) cash payments not subject to Section 409A of the Code; (2)  cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4)  non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all  amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c)  shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A- 24(b) or (c).  For purposes of this paragraph, the “After Tax Amount” means the amount of the  Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on  you as a result of your receipt of the Aggregate Payments.  For purposes of determining the After Tax  Amount, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income  taxation applicable to individuals for the calendar year in which the determination is to be made, and  state and local income taxes at the highest marginal rates of individual taxation in each applicable state  and locality, net of the maximum reduction in federal income taxes which could be obtained from  deduction of such state and local taxes. The determination as to whether a reduction in the Aggregate  Payments shall be made pursuant to this paragraph shall be made by a nationally recognized accounting  firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting  calculations both to the Company and you within 15 business days of the date of termination, if  applicable, or at such earlier time as is reasonably requested by the Company or you.  Any determination  by the Accounting Firm shall be binding upon the Company and you.  17. Waiver.  No waiver of any provision hereof shall be effective unless made in writing and  signed by the waiving party.  The failure of any party to require the performance of any term or  obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not  prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any  subsequent breach.  18. Amendment.  This Agreement may be amended or modified only by a written  instrument signed by you and by a duly authorized representative of the Company.  19. Interpretation and Enforcement.  This Agreement, together with the Restrictive  Covenants Agreement, constitutes the complete agreement between you and the Company, contains all  of the terms of your employment with the Company and supersedes any prior agreements,  representations or understandings (whether written, oral or implied) between you and the Company,  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          9    including the Prior Agreement; provided, however, and notwithstanding the foregoing, the Equity  Documents and any indemnification agreement between you and the Company shall remain in full force  and effect.  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 (the “Disputes”) will be governed by North Carolina law, excluding laws relating to conflicts  or choice of law.  You and the Company submit to the exclusive personal jurisdiction of the federal and  state courts located in the State of North Carolina in connection with any Dispute or any claim related to  any Dispute.  20. Assignment.  Neither you nor the Company may make any assignment of this Agreement  or any interest in it, by operation of law or otherwise, without the prior written consent of the other;  provided, however, that the Company may assign its rights and obligations under this Agreement  without your consent to any affiliate or to any person or entity with whom the Company shall hereafter  effect a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of  its properties or assets; provided further that if you remain employed or become employed by the  Company, the purchaser or any of their affiliates in connection with any such transaction, then you shall  not be entitled to any payments, benefits or vesting pursuant to Section 11 or Section 12 of this  Agreement solely as a result of such transaction.  This Agreement shall inure to the benefit of and be  binding upon you and the Company, and each of your and its respective successors, executors,  administrators, heirs and permitted assigns.   21. Counterparts.  This Agreement may be executed in any number of counterparts, each of  which when so executed and delivered shall be taken to be an original; but such counterparts shall  together constitute one and the same document.   [Signature page follows.] DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6  10    We look forward to continuing to work with you. You may indicate your agreement with these  terms by signing and dating this Agreement, together with the signed Restrictive Covenants Agreement,  and returning them both to me. If you have any questions please do not hesitate to contact me.  Very truly yours,  BIODELIVERY SCIENCES  INTERNATIONAL, INC.  By: Peter S. Greenleaf Title: Chairman of the Board of Directors  Enclosure:  Restrictive Covenants Agreement  I have read and accept this Agreement:  By: Jeffrey A. Bailey  Dated: November 4, 2020  DocuSign Envelope ID: F0CC5CEC-037D-434B-9BCC-27B598ABFD51 





 






ACTIVE/105449286.6  10    We look forward to continuing to work with you. You may indicate your agreement with these  terms by signing and dating this Agreement, together with the signed Restrictive Covenants Agreement,  and returning them both to me. If you have any questions please do not hesitate to contact me.  Very truly yours,  BIODELIVERY SCIENCES  INTERNATIONAL, INC.  By: Peter S. Greenleaf  Title: Chairman of the Board of Directors  Enclosure:  Restrictive Covenants Agreement  I have read and accept this Agreement:  By: Jeffrey A. Bailey  Dated: November 4, 2020  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20 





 






ACTIVE/105449286.6          11    Exhibit A   Aileron Therapeutics, Inc. – Board of Directors   Tekla Capital Management, LLC – Board Trustee  DocuSign Envelope ID: BF5CA567-F84D-4FA1-9B01-EC2AF3D7AE20