**3. ****Duties**. During the Term, the Executive shall serve in an executive capacity and shallperform such duties and responsibilities as are customarily associated with his position and suchother duties not inconsistent with his title and position and as may be assigned to him by theCompany. Executive shall act in conformity with the written and oral policies of the Company andwithin the limits, budgets, business plans and instructions as set by its Board of Directors (the“***Board***”). Executive shall be subject to the authority of the Board and the Company’s duly appointedofficers, including the President and Chief Executive Officer (“***CEO***”).**4. ****Place of Employment**. Executive acknowledges that the Company’s offices andheadquarters are currently located in the County of Montgomery, State of Maryland and that shall bethe initial site of Executive’s employment. The Company and Executive agree that Executive may workfrom his home in Newburyport, Massachusetts, provided that Executive is able to effectively executeall his duties and responsibilities and is willing and able to commute to the Company’sheadquarters as necessary, in the sole opinion of the Company.**5. ****Other Employment Policies**. The employment relationship between the parties shall alsobe governed by the general employment policies and practices of the Company, including thoserelating to protection of confidential information and assignment of inventions, except that whenthe terms of this Agreement differ from or are in conflict with the Company’s general employmentpolicies or practices, this Agreement shall control.**6. ****Compensation**.**6.1 Base Salary**. The Executive shall receive an annual base salary of Two Hundred TenThousand Two Hundred and Twenty Three U.S. Dollars (US $210,223) (the “***Base Salary***”), subject tostandard federal and state payroll withholding requirements. The Base Salary shall be payable inequal periodic installments which are not less than on a monthly basis. The Company will review andmay adjust the Base Salary from time to time, usually annually.**6.2 Bonus**. The Executive shall be eligible to receive an annual bonus in such amount as shallbe determined in the sole discretion of the Company’s Board and CEO.**6.3 Life Insurance.**The Company will reimburse the Executive for 2/3rds of his annual termlife insurance premium, which premium shall be: (i) for term life insurance coverage not to exceedtwo times his Base Salary, and (ii) reasonable and mutually agreeable.**7. ****Stock**.**7.1 Stock Options**. To date, the Executive has been granted options (the “***Options***”) topurchase 465,000 shares of the Company’s common stock pursuant to the Company’s Amended andRestated 2000 Stock Option and Incentive Plan (“***Plan***”). Additionally, and from time to time at thesole discretion of the Company’s Board, the Company may make additional stock option awards to theExecutive (the “***Additional Options***”). Subject to the provisions below regarding acceleratedvesting of option grants, the specific terms and conditions of the Options and any AdditionalOptions will be as set forth in the Plan, and any stock option agreement between the Executive andthe Company.
 
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**7.2 Acceleration Clause for Stock Option Vesting.**In the event of a Change of Control eventas is set forth under Section 12.1 of this Agreement, Executive’s Options and any AdditionalOptions shall be immediately vested and become exercisable in full. Additionally, and without inany way limiting the foregoing, Executive’s Options and any Additional Options will also becomeimmediately vested and become exercisable in full in the event of a “***Change of Control***” (or anysimilar term provided for in the Applicable Plan) as defined under the terms of the equity plan(the “***Applicable Plan***”) pursuant to which such option was granted.**8. ****Benefits**. Executive shall be entitled to (i) participate in and receive all standardemployee benefits under applicable Company welfare benefits plans and programs (if and when suchbenefits are established by the Company) to the same extent as other senior executives of theCompany; (ii) participate in all applicable incentive plans, including stock option, stock, bonus,savings and retirement plans provided by the Company (if and when such plans are established by theCompany), which are offered to senior executive officers in the Company (provided,however, that the Company is not obligated to award any particular type or amount of equityto the Executive); (iii) receive such perquisites as the Company may establish from time to timewhich are commiserate with Executive’s position and comparable to those received by other seniorexecutives of the Company; (iv) paid vacation of at least three (3) weeks per annum; and (v)holidays, leaves of absence and leaves for illness and temporary disability in accordance with thepolicies of the Company and federal, state and local law.**9. ****Outside Activities**.**9.1 Other Employment/Enterprise**. Except with the prior written consent of the Company’sBoard, Executive will not, while employed by the Company undertake or engage in any otheremployment, consultation, occupation or business enterprise, other than ones in which Executive isa passive investor. Executive may engage in civic and not-for-profit activities or serve as amember of a not-for-profit or for-profit board of directors so long as such activities do notmaterially interfere or conflict with the performance of his duties hereunder.**9.2 Conflicting Interests**. Except as permitted by Section 9.3, while employed by the Company,Executive agrees not to acquire, assume or participate in, directly or indirectly, any position,investment or interest known by him to be adverse or antagonistic to the Company, its business orprospects, financial or otherwise.**9.3 Competing Enterprises**. While employed by the Company, except on behalf of the Company,Executive will not directly or indirectly, whether as an officer, director, stockholder, partner,proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, becomefinancially interested in, be employed by or have any business connection with any other person,corporation, firm, partnership or other entity whatsoever which were known by him to competedirectly with the Company, throughout the world, in any line of business engaged in (or planned tobe engaged in) by the Company; provided, however, that anything above to the contrarynotwithstanding, he may own, as a passive investor, securities of any public competitorcorporation, so long as his direct holdings in any one such corporation shall not in the aggregateconstitute more than 1% of the voting stock of such corporation.**10. ****Proprietary Information, Nonsolicitation, Noncompetition and Inventions Assignmentobligations**. As a condition of employment, Executive agrees to execute and abide by theProprietary Information, Nonsolicitation, Noncompetition and Inventions Assignment Agreementattached as Attachment B to this Agreement.
 
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**11.****Former Employment.****11.1 No Conflict With Existing Obligations**. Executive represents that his performance of allthe terms of this Agreement and as an employee of the Company does not and will not breach anyagreement or obligation of any kind made prior to his employment by the Company, includingagreements or obligations he may have with prior employers or entities for which he has providedservices. Executive has not entered into, and agrees he will not enter into, any agreement orobligation either written or oral in conflict herewith.**11.2 No Disclosure of Confidential Information**. If, in spite of the second sentence ofSection 11.1, Executive should find that confidential information belonging to any former employermight be usable in connection with the Company’s business, Executive will not intentionallydisclose to the Company or use on behalf of the Company any confidential information belonging toany of Executive’s former employers (except in accordance with agreements between the Company andany such former employer); but during Executive’s employment by the Company he will use in theperformance of his duties all information which is generally known and used by persons withtraining and experience comparable to his own and all information which is common knowledge in theindustry or otherwise legally in the public domain.**12.****Change of Control.****12.1 Definition**. “***Change of Control***” shall be deemed to occur upon any of the followingevents:**(a)**the dissolution or liquidation of the Company;**(b) **the sale of all or substantially all of the assets of the Company to an unrelated personor entity;**(c) **a merger, reorganization or consolidation in which the holders of the Company’soutstanding voting power immediately prior to such transaction do not own a majority of theoutstanding voting power of the surviving or resulting entity, or its parent corporation,immediately upon completion of such transaction;**(d)**the sale of all of the capital stock of the Company to an unrelated person or entity;**(e) **if any individual, firm, corporation, or other entity, or any group (as defined in § 13(d)of the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”)), other than (1) a trusteeor other fiduciary holding securities of the Company under an employee benefit plan of the Companyor (2) the Executive, becomes the “***beneficial owner***” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of the Companyrepresenting 50% or more of (A) the outstanding shares of common stock of the Company, or (B)the combined voting power of the Company’s then-outstanding securities entitled to vote generallyin the election of directors; or**(f) **any other transaction in which the owners of the Company’s outstanding voting power priorto such transaction do not own at least a majority of the outstanding voting power of the relevantentity after the transaction, in each case, regardless of the form thereof.
 
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**12.2 Severance.****(a) **In the event Executive voluntarily terminates his employment for any reason within twelve(12) months after a Change of Control event, as defined in Section 12.1, then the Company shallprovide Executive with the severance payments and benefits described in Section 12.2(b) below, lessany applicable federal and state taxes and withholdings. To receive any severance pay and benefitshereunder (other than Accrued Compensation, as defined below), Executive shall first be required toexecute and deliver to the Company a valid and fully effective general waiver and release of anyclaims against the Company, its affiliates, officers, directors, agents and employees in a formsatisfactory to the Company within the consideration period set forth in the waiver and release,which period shall not exceed forty-five (45) days after the effective date of his termination fromemployment (the “***General Release***”). The date upon which the General Release is executed anddelivered to the Company, and can no longer be revoked, is referred to as a the “***Release EffectiveDate***.”**(b)**Severance pay and benefits pursuant to 12.2(a) shall include and be calculated as follows:**(i) **The Company shall continue to pay Executive’s Base Salary in effect on the date of histermination from employment for the Severance Period. The “***Severance Period***” shall be twelve (12)months. These payments shall occur on the first day of each calendar month, beginning with thefirst calendar month after the Release Effective Date.**(ii) **To the extent that Executive is eligible for and timely elects continuation of healthbenefits for himself and/or his eligible dependents under the Company’s group health plans pursuantto COBRA or any analogous state or local law, the Company shall pay or reimburse Executive for theamount of any insurance premiums for such continuation coverage during the Severance Period, butthese payments shall be limited to the amount of the premiums being paid by the Company forExecutive’s coverage immediately prior to the date of his termination from employment.**(c) **By no later than two weeks after the date of the Executive’s termination from employmentunder this Section (or earlier if required by applicable law or the Company’s policies), theCompany shall pay to the Executive any Accrued Compensation. “***Accrued Compensation***” shall mean anyBase Salary owed to the Executive for services performed before the date of his termination fromemployment, any bonuses earned, if any, for bonus periods that have concluded prior to the date ofhis termination (and not including bonuses for the period in which the Executive’s terminationoccurs, unless otherwise provided by the Company in itsdiscretion), or any unused vacation or personal time in accordance with the applicablepolicies of the Company.
 
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**13. ****Termination**. The parties acknowledge that Executive’s employment with the Company isat-will. The provisions of Sections 13.1 through 13.5 govern the amount of compensation, if any, tobe provided to Executive upon termination of employment in circumstances other than those governedby Section 12 above and do not alter this at-will status.**13.1 Termination by the Company Without Cause**.**(a) **The Company shall have the right to terminate Executive’s employment with the Company atany time without Cause (as that term is defined in Section 13.2) by giving notice as described inSection 13.6 of this Agreement. Termination of employment on account of Executive’s death orinability to perform his duties shall be governed by Section 13.4 below.**(b) **In the event Executive’s employment is terminated without Cause, he shall receive anyAccrued Compensation, and shall be entitled to receive severance pay and benefits under the termsof Section 12.2 above, provided, however, that any installments of severance paythat remain to be paid to Executive by March 15 of the calendar year following the year in whichExecutive terminates employment shall be accelerated and paid in full on such date.**13.2 Termination by Company for Cause.****(a) **The Company, by action of its Board, may terminate the Executive’s employment under thisAgreement for Cause at any time by giving notice as described in Section 13.6 of this Agreement.**(b) **“***Cause***” for termination means: (i) refusal, failure or neglect to perform the materialduties of his employment under this Agreement (other than by reason of the Executive’s physical ormental illness or impairment); (ii) willful dishonesty, fraud, embezzlement or misconduct withrespect to the business or affairs of the Company; (iii) willful dishonesty or misrepresentationwith respect to Executive’s educational or employment history; (iv) indictment or conviction of afelony or of any crime involving dishonesty or moral turpitude; (v) breach of any obligation underthis Agreement or the Proprietary Information, Nonsolicitation, Noncompetition and InventionsAssignment Agreement, which is Attachment B; or (vi) Executive’s refusal to abide by or comply withthe directives of the Board or CEO, so long as those directives are lawful and ethical.**(c) **In the event Executive’s employment is terminated at any time with Cause, he will notreceive any severance pay and benefits under Section 12.2 or otherwise, or any additionalcompensation other than his Accrued Compensation, if any.**13.3 Voluntary Termination By Executive.****(a) **Executive may voluntarily terminate his employment with the Company at any time by givingnotice as described in Section 13.6.**(b) **In the event Executive voluntarily terminates his employment (other than after a Change ofControl event), he will not receive any severance pay or benefits under Section 12.2 or otherwise,or any additional compensation other than his Accrued Compensation, if any.
 
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**13.4 Termination for Inability to Regularly Perform Duties.****(a) **This Agreement shall terminate automatically in the event of the Executive’s death. TheCompany may terminate Executive’s employment in the event of his illness, disability or otherincapacity in such a manner that Executive is rendered unable regularly to perform his dutieshereunder for more than either ninety (90) consecutive days or more than a total of one hundredtwenty (120) days in any consecutive twelve (12) month period, unless otherwise prohibited by anyapplicable federal, state, or local law or ordinance.**(b) **The determination regarding whether Executive is unable regularly to perform his dutiesunder (a) above shall be made by a doctor mutually acceptable to the Executive and the Company.Executive’s inability to be physically present on the Company’s premises shall not constitute apresumption that Executive is unable to perform such duties.**13.5 Non-renewal of the Agreement.**Non-renewal of this Agreement initiated by the Company inaccordance with Section 2 above resulting in the termination of Executive’s employment by theCompany, or resulting in Executive’s demotion, shall be deemed a termination of Executive’semployment without Cause and Executive shall be entitled to receive severance pay and benefitsunder the terms of Section 12.2, provided, however, that any installments ofseverance pay that remain to be paid to Executive by March 15 of the calendar year following theyear in which Executive terminates employment shall be accelerated and paid in full on such date.If Executive initiates a non-renewal of this Agreement in accordance with Section 2 above, he shallnot be entitled to any severance pay or benefits from the Company.**13.6 Notice; Effective Date of Termination.**Termination of Executive’s employment pursuant tothis Agreement shall be effective on the earliest of:**(a) **thirty (30) days after Executive, for any reason, gives written notice to the Company ofhis termination;**(b) **thirty (30) days after the Company, without Cause, gives written notice to Executive ofhis termination, including for his inability to perform services for a reason other than death;Executive will receive compensation through the 30-day notice period in the event of terminationfor any reason. However, the Company reserves the right to require that the Executive not performany services or report to work during the 30-day notice period;**(c) **immediately upon the Company giving written notice to Executive of his termination forCause.Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier ofpersonal delivery (including personal delivery by hand, telecopier, or telex) or the third dayafter mailing by first class mail, to the Company at its primary office location and to Executiveat his address as listed on the Company payroll.**14. ****Application of Section 409A****.**Notwithstanding anything to the contrary set forthherein, any payments and benefits provided under this Agreement that constitute “***deferredcompensation***” within the meaning of Section 409A of the Code, and the regulations and otherguidance thereunder and any state law of similar effect (collectively “***Section 409A***”) shall notcommence in connection with the Executive’s termination of employment unless and until theExecutive has also incurred a “separation from service” (as such term is defined in TreasuryRegulation Section 1.409A-1(h) (“***Separation From Service***”), unless the Company reasonablydetermines that such amounts may be provided to the Executive without causing him to incur theadditional 20% tax under Section 409A.
 
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It is intended that each installment of severance pay provided for in this Agreement is a separate“payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance ofdoubt, it is intended that payments of severance set forth in this Agreement satisfy, to thegreatest extent possible, the exemptions from the application of Section 409A provided underTreasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if theCompany (or, if applicable, the successor entity thereto) determines that any payments constitute“deferred compensation” under Section 409A and the Executive is, on the termination of service, a“specified employee” of the Company or any successor entity thereto, as such term is defined inSection 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrenceof the adverse personal tax consequences under Section 409A, the timing of the severance paymentsshall be delayed until the earlier to occur of: (i) the date that is six months and one day afterthe Executive’s Separation From Service, or (ii) the date of the Executive’s death (such applicabledate, the “***Specified Employee Initial Payment Date***”). On the Specified Employee Initial PaymentDate, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive alump sum amount equal to the sum of the severance payments that the Executive would otherwise havereceived through the Specified Employee Initial Payment Date if the commencement of the severancepayments had not been so delayed pursuant to this Section and (B) commence paying the balance ofthe severance pay in accordance with the applicable payment schedules set forth in this Agreement.The Company’s obligations to make any reimbursements or provide in-kind benefits to the Executiveshall be subject to the following restrictions: (a) the Executive must provide documentation of anyreimbursable expenses in accordance with the Company’s then existing policies and procedures, (b)the expenses paid or reimbursed by the Company in one calendar year shall not affect the expensespaid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall bemade within a reasonable period of time following the date on which the Company receives writtendocumentation of the expense, provided that all expenses will be reimbursed on or before the lastday of the calendar year following the calendar year in which the expense was incurred.**15. ****Validity; Complete Agreement**. This Agreement and its Exhibit constitute the entireagreement between Executive and the Company. This Agreement is the complete, final, and exclusiveembodiment of their agreement with regard to this subject matter and supercedes any prior oraldiscussions or written communications and agreements. This Agreement is entered into withoutreliance on any promise or representation other than those expressly contained herein, and itcannot be modified or amended except in writing signed by the CEO.**16. ****Waiver**. Any waiver of any breach of this Agreement must be in writing. If eitherparty should waive any breach of any provisions of this Agreement, he or it shall not thereby bedeemed to have waived any preceding or succeeding breach of the same or any other provision of thisAgreement.
 
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**17. ****Severability**. Whenever possible, each provision of this Agreement will be interpretedin such manner as to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect under any applicable lawor rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect anyother provision or any other jurisdiction, but this Agreement will be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had neverbeen contained herein.**18. ****Amendment**. This Agreement shall not be modified or amended except by writtenagreement of the parties hereto. To the extent that any amendment itself would result in theimposition of any taxes under Section 409A, such amendment shall not be given effect.**19. ****Choice of Laws; Jurisdiction**. This Agreement shall be governed by and construed inaccordance with the law of the State of Maryland regardless of the choice of law provisions of theState of Maryland or any other jurisdiction. The Parties consent to the exclusive jurisdiction ofthe federal and state courts in Maryland.**20. ****Arbitration of Disputes**. Any controversy or claim arising out of this Agreement orany aspect of the Executive’s relationship with the Company including the cessation thereof shallbe resolved by arbitration in accordance with the Company’s Dispute Resolution Policy, which isAttachment A to this Agreement and incorporated herein by reference. This policy provides that anydispute between Executive and the Company that is covered by the Dispute Resolution Policy andcannot be resolved on a more informal basis shall be resolved exclusively through final and bindingarbitration, instead of litigation. The parties agree that the award of the arbitrator shall befinal and binding.**21. ****Indemnification**. During the Term of this Agreement, the Executive shall be entitledto coverage under any liability insurance procured by Company to the same extent as other seniorexecutives at the Company.**22. ****Counterpart**. This Agreement may be executed in any number of counterparts, all ofwhich shall be considered one and the same agreement.**23. ****Delay; Partial Exercise**. No failure or delay by any party in exercising any right,power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single orpartial exercise of any right, power or privilege hereunder preclude any other or further exercisethereof or the exercise of any other right, power or privilege.**24. ****Successors and Assigns**. This Agreement is intended to bind and inure to the benefitof and be enforceable by Executive and the Company, and their respective successors, assigns,heirs, executors and administrators, except that Executive may not assign any of his dutieshereunder and he may not assign any of his rights hereunder without the written consent of theCompany, which shall not be withheld unreasonably.**25. ****Mutual Acknowledgement**. The Executive and the Company hereby acknowledge that bothparties have read and fully understand the terms of the Agreement and are entering into theAgreement knowingly and voluntarily.
 
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**26. ****Headings**. The headings of the sections hereof are inserted for convenience only andshall not be deemed to constitute a part hereof nor to affect the meaning thereof.**27. Survival**. Provisions of this Agreement which must survive the termination of this Agreement inorder to effectuate the intent of the parties, including, but not limited to, Sections 10, 12.2 and13, shall continue in effect after the termination of the Agreement for a sufficient period of timeunder the circumstances to effectuate the parties’ intent.**In Witness Whereof**, the parties hereto have caused this Agreement to be executed as of theday and year first written above.       “**EXECUTIVE**”**David R. Crockford**         /s/ David R. Crockford By: David R. Crockford         “**THE COMPANY**”**RegeneRx Biopharmaceuticals, Inc.**           /s/ J.J. Finkelstein         By: J.J Finkelstein    Title: President & CEO  
 
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**Attachment A**