Exhibit 10.1







 





EMPLOYMENT AGREEMENT


 





This Employment Agreement
("Employment Agreement") is made and entered into effective as of June 1, 2012, (the “Effective Date”), by
and between Navidea Biopharmaceuticals, Inc. a Delaware corporation with a place of business at 425 Metro Place North, Suite
300, Dublin, Ohio 43017-1367 (the “Company” or "Navidea") and Thomas H. Tulip of Hopkinton, MA (the
“Employee”).


 


WHEREAS, the Company
desires to retain the services of Employee and Employee desires to be employed by the Company during the term of this Employment
Agreement and upon the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the mutual agreements herein set forth, the parties hereto agree as follows:


 


		1.	Duties. From and after the Effective Date,
and based upon the terms and conditions set forth herein, the Company agrees to employ the Employee and the Employee agrees to
be employed by the Company, as Executive Vice President and Chief Business Officer of the Company and in such equivalent or additional
executive level position or positions as shall be assigned to him by the Company’s Board of Directors. While serving in
such executive level position or positions, the Employee shall report to, be responsible to, and shall take direction from the
Chief Executive Officer of the Company. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee
agrees to devote substantially all of his working time to the position he holds with the Company and to faithfully, industriously,
and to the best of his ability, experience and talent, perform the duties which are assigned to him. The Employee shall observe
and abide by the reasonable corporate policies and decisions of the Company in all business matters.



 


			The Employee represents and warrants to the Company that Exhibit A attached hereto sets forth a
true and complete list of (a) all offices, directorships and other positions held by the Employee in corporations and firms other
than the Company and its subsidiaries, and (b) any investment or ownership interest in any corporation or firm other than the Company
beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities
that are less than five percent (5%) of their class and real estate). The Employee will promptly notify the Board of Directors
of the Company of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement
if they are of a type which, if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the
Employee’s other positions or investments in other firms do not create a conflict of interest, violate the Employee’s
obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities and positions shall not
be deemed to be a breach of this Employment Agreement.



 


		2.	Term of this Employment Agreement. Subject to Sections 4 and 5 hereof, the Term of this
Employment Agreement shall be for a period commencing on the Effective Date and terminating twenty-four (24) months from the Effective
Date.



 


		3.	Compensation. During the Term of this Employment
Agreement, the Company shall pay, and the Employee agrees to accept as full consideration for the services to be rendered by the
Employee hereunder, compensation consisting of the following:



 


		A.	Salary. Beginning on the first day of the Term of this Employment Agreement, the Company
shall pay the Employee a salary of Three Hundred Twenty-Five Thousand Dollars ($325,000) per year, payable in semi-monthly or monthly
installments as requested by the Employee.



 






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		B.	Bonus. The Compensation, Nominating and Governance Committee (the “Committee”)
of the Board of Directors will, on an annual basis, review the performance of the Company and of the Employee and will pay such
bonus as it deems appropriate, in its discretion, to the Employee based upon such review. Such review and bonus shall be consistent
with any bonus plan adopted by the Committee, which covers the executive officers and employees of the Company generally. For the
calendar year ending December 31, 2012, the Committee has determined that the maximum bonus payable to the Employee will be One
Hundred Thirteen Thousand Seven Hundred Fifty Dollars ($113,750). The Employee shall be eligible for the payment of the appropriate
portion of the bonus for the calendar year ending December 31, 2012 in the event the employment of the Employee is terminated after
December 31, 2012 for any reason other than a termination “for cause” as such term is defined below. Any bonus payment
to Employee for the calendar year ending December 31, 2012 will be consistent with the guidelines established by the Committee
for other officer employees of the Company for the payment of any bonus to officer employees of the Company. Any bonus earned in
any calendar year will be payable in the first calendar quarter of the following calendar year .



 


		C.	Benefits. During the Term of this Employment Agreement, the Employee will receive such employee
benefits as are generally available to all employees of the Company.



 


		D.	Stock Options. The Committee of the Board of Directors may, from time to time, grant stock
options, restricted stock purchase opportunities and such other forms of equity-based incentive compensation as it deems appropriate,
in its discretion, to the Employee under the Company’s Third Amended and Restated 2002 Stock Incentive Plan (the “Stock
Plan”). The terms of the relevant award agreements shall govern the rights of the Employee and the Company thereunder in
the event of any conflict between such agreement and this Employment Agreement.



 


		E.	Vacation. The Employee shall be entitled to twenty (20) days of vacation during each calendar
year during the Term of this Employment Agreement.



 


		F.	Expenses. The Company shall reimburse the Employee for all reasonable out-of-pocket expenses
incurred by him in the performance of his duties hereunder, including expenses for travel, entertainment and similar items, promptly
after the presentation by the Employee, from time-to-time, of an itemized account of such expenses.



 


		G.	Clawback Policy. The Company’s obligation to pay any bonus or stock-based incentive
compensation under paragraphs B. or D. of this Section 3, and the Employee’s right to receive or retain such compensation,
shall be subject to any policy adopted by the Board of Directors or its Compensation, Nominating and Governance Committee (or any
successor committee of the Board of Directors with authority over executive compensation) pursuant to the “clawback”
provisions of Section 304 of the Sarbanes-Oxley Act of 2002, Section 10D of the Securities Exchange Act of 1934, or regulations
promulgated thereunder, or pursuant to any rule of any national securities exchange on which the equity securities of the Company
are listed implementing Section 10D of the Securities Exchange Act of 1934, or regulations promulgated thereunder.



 


 


		4.	Termination.



 


		A.	For Cause. The Company may terminate the employment of the Employee prior to the end of
the Term of this Employment Agreement “for cause.” Termination “for cause” shall be defined as a termination
by the Company of the employment of the Employee occasioned by:



 


		i.	the failure by the Employee to cure a willful breach of a material duty imposed on the Employee
under this Employment Agreement or any other written agreement between Employee and the Company within 15 days after written notice
thereof by the Company;


 






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		ii.	the continuation by the Employee after written notice by the Company of a willful and continued
neglect of a duty imposed on the Employee under this Employment Agreement;



		iii.	acts by Employee of fraud, embezzlement, theft or other material dishonesty directed against the
Company;



		iv.	the Employee is formally charged with a felony (other than a traffic offense), or a crime involving
moral turpitude, that in the reasonable good faith judgment of the Board of Directors, results in material damage to the Company
or its reputation, or would materially interfere with the performance of Employee’s obligations under this Employment Agreement;
or



		v.	any condition which either results from the Employee’s substantial dependence, as reasonably
determined in good faith by the Board of Directors, on alcohol, or on any narcotic drug or other controlled or illegal substance.



 


In the event of termination
by the Company “for cause,” all salary, benefits and other payments shall cease at the time of termination, and the
Company shall have no further obligations to the Employee.


 


		B.	Resignation. If the Employee resigns for any reason, all salary, benefits and other
payments (except as otherwise provided in paragraph G of this Section 4) shall cease at the time such resignation becomes effective.
At the time of any such resignation, the Company shall pay the Employee the value of any accrued but unused vacation time, and
the amount of all accrued but previously unpaid base salary through the date of such termination. The Company shall promptly reimburse
the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of
Section 3 above.



 


		C.	Disability, Death. The Company may terminate the employment of the Employee prior
to the end of the Term of this Employment Agreement if the Employee has been unable to perform his duties hereunder
or a similar job for a continuous period of six (6) months due to a physical or mental condition that, in the opinion of
a licensed physician, will be of indefinite duration or is without a reasonable probability of recovery
for a period of at least six (6) months. The Employee agrees to submit to an examination by a licensed physician of his
choice in order to obtain such opinion, at the request of the Company, made after the Employee has been absent from his place of
employment for at least six (6) months. Any requested examination shall be paid for by the Company. However, this provision does
not abrogate either the Company’s or the Employee’s rights and obligations pursuant to the Family and Medical Leave
Act of 1993, and a termination of employment under this paragraph C shall not be deemed to be a termination for cause.



 


If during the Term of this Employment
Agreement, the Employee dies or his employment is terminated because of his disability, all salary, benefits and other payments
shall cease at the time of death or disability, provided, however, that the Company shall provide to Employee or his family such
health, dental and similar insurance or benefits as were provided to Employee immediately before his termination by reason of death
or disability for the longer of Twelve (12) months after such termination or the full unexpired Term of this Employment Agreement
on the same terms and conditions (including applicable employee-paid premium contribution or co-pays) as were applicable before
such termination. In addition, for the first six (6) months of any disability that results in the Employee being unable to perform
any gainful activity, the Company shall pay to the Employee the difference, if any, between any cash benefits received by the Employee
from a Company-sponsored disability insurance policy and the Employee’s salary hereunder. At the time of any such termination,
the Company shall pay the Employee, the value of any accrued but unused vacation time, and the amount of all accrued but previously
unpaid base salary through the date of such termination. The Company shall promptly reimburse the Employee for the amount of any
expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above.






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Notwithstanding the foregoing,
if the Company reasonably determines that any of the benefits described in this paragraph C may not be exempt from federal income
tax, then for a period of six (6) months after the date of the Employee’s termination, the Employee shall pay to the Company
an amount equal to the stated taxable cost of such coverages. After the expiration of the six-month period, the Employee shall
receive from the Company a reimbursement of the amounts paid by the Employee.


 


		D.	Termination Without Cause. A termination “without cause” is a termination of
the employment of the Employee by the Company that is not “for cause” and not occasioned by the resignation, death
or disability of the Employee. If the Company terminates the employment of the Employee without cause (whether before the end of
the Term of this Employment Agreement or, if the Employee is employed by the Company under paragraph E of this Section 4, after
the Term of this Employment Agreement has ended), the Company shall, at the time of such termination, pay to the Employee the severance
payment provided in paragraph F of this Section 4 together with the value of any accrued but unused vacation time and the amount
of all accrued but previously unpaid base salary through the date of such termination and shall provide him with all benefits to
which he is entitled under paragraph C of Section 3 for the longer of twelve (12) months or the full unexpired Term of this Employment
Agreement. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination
by the Employee as required under paragraph F of Section 3.



 


If the Company terminates the
employment of the Employee because it has ceased to do business or substantially completed the liquidation of its assets or because
it has relocated to another city and the Employee has decided not to relocate also, such termination of employment shall be deemed
to be without cause.


 


		E.	End of the Term of this Employment Agreement. Except as otherwise provided in paragraphs
F and G of this Section 4 below, the Company may terminate the employment of the Employee at the end of the Term of this Employment
Agreement without any liability on the part of the Company to the Employee, provided that if the Employee continues to be an employee
of the Company after the Term of this Employment Agreement ends, his employment shall be governed by the terms and conditions of
this Agreement, but he shall be an employee at will and his employment may be terminated at any time by either the Company or the
Employee without notice and for any reason not prohibited by law or no reason at all. If the Company terminates the employment
of the Employee at the end of the Term of this Employment Agreement, the Company shall, at the time of such termination, pay to
the Employee the severance payment provided in paragraph F of this Section 4 together with the value of any accrued but unused
vacation time and the amount of all accrued but previously unpaid base salary through the date of such termination. The Company
shall promptly reimburse the Employee for the amount of any reasonable expenses incurred prior to such termination by the Employee
as required under paragraph F of Section 3 above.



 


		F.	Severance. If the employment of the Employee is
terminated by the Company at the end of the Term of this Employment Agreement, or if the employment of the Employee is terminated
by the Company without cause (whether before the end of the Term of this Employment Agreement or, if the Employee is employed
by the Company under paragraph E of this Section 4 above, after the Term of this Employment Agreement has ended), then the Employee
shall be paid, as a severance payment at the time of such termination the amount of Three Hundred Twenty-Five Thousand Dollars
($325,000), together with the value of any accrued but unused vacation time.







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		G.	Change of Control Severance. In addition to the
rights of the Employee under the Company’s employee benefit plans (paragraph C of Section 3 above) but in lieu of any severance
payment under paragraph F of this Section 4 above, if there is a Change in Control of the Company (as defined below) during the
Term and within six (6) months thereafter, the employment of the Employee is concurrently or subsequently terminated (i) by the
Company without cause, (ii) by the expiration of the Term of this Employment Agreement, or (iii) by the resignation of the Employee
because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities
or benefits have been materially diminished, that a material adverse change in his working conditions has occurred, that his services
are no longer required in light of the Company’s business plan, or the Company has breached this Employment Agreement, the
Company shall pay the Employee, as a severance payment, at the time of such termination, the amount of Four Hundred Eighty-Seven
Thousand Five Hundred Dollars ($487,500) together with the value of any accrued but unused vacation time, and the amount of all
accrued but previously unpaid base salary through the date of termination and shall provide him with all of the Employee benefits
under paragraph C of Section 3 above for the longer of Twelve (12) months or the full unexpired Term of this Employment Agreement.
The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee
as required under paragraph F of Section 3 above. Notwithstanding the foregoing, before the Employee
may resign pursuant to clause (iii) above of this paragraph the Employee shall deliver to the Company a written notice of the
Employee’s intent to terminate his employment thereunder, and the Company shall have been given a reasonable opportunity
to cure any such act, omission or condition within thirty (30) days after the Company’s receipt of such notice.



 


For the purpose of this Employment
Agreement, a Change in Control of the Company has occurred when: (a) any person (defined for the purposes of this paragraph G to
mean any person within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other
than Navidea, an employee benefit plan created by its Board of Directors for the benefit of its employees, or a participant in
a transaction approved by its Board of Directors for the principal purpose of raising additional capital, either directly or indirectly,
or an Affiliate of such participant, acquires beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated
by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by Navidea having thirty
percent (30%) or more of the voting power of all the voting securities issued by Navidea in the election of Directors at the next
meeting of the holders of voting securities to be held for such purpose; (b) a majority of the Directors elected at any meeting
of the holders of voting securities of Navidea are persons who were not nominated for such election by the Board of Directors or
a duly constituted committee of the Board of Directors having authority in such matters; (c) the stockholders of Navidea approve
a merger or consolidation of Navidea with another person other than a merger or consolidation in which the holders of Navidea’s
voting securities issued and outstanding immediately before such merger or consolidation continue to hold voting securities in
the surviving or resulting corporation (in the same relative proportions to each other as existed before such event) comprising
eighty percent (80%) or more of the voting power for all purposes of the surviving or resulting corporation; or (d) the stockholders
of Navidea approve a transfer of substantially all of the assets of Navidea to another person other than: (i) a transfer to a transferee,
eighty percent (80%) or more of the voting power of which is owned or controlled by Navidea or by the holders of Navidea’s
voting securities issued and outstanding immediately before such transfer in the same relative proportions to each other as existed
before such event, or (ii) a transfer following which Navidea continues the operation of one or more lines of business that were
operated by Navidea prior to the transfer, and a class of common stock of Navidea remains registered under Section 12 of the Securities
Exchange Act of 1934. The parties hereto agree that for the purpose of determining the time when a Change of Control has occurred
that if any transaction results from a definite proposal that was made before the end of the Term of this Employment Agreement
but which continued until after the end of the Term of this Employment Agreement and such transaction is consummated after the
end of the Term of this Employment Agreement, such transaction shall be deemed to have occurred when the definite proposal was
made for the purposes of the first sentence of this paragraph G of this Section 4. Notwithstanding the foregoing, before the Employee
may resign pursuant to clause (iii) of the first paragraph of this Section 4(G), the Employee shall deliver to the Company a written
notice of the Employee’s intent to terminate his employment thereunder, and the Company shall have been given a reasonable
opportunity to cure any such act, omission or condition within thirty (30) days after the Company’s receipt of such notice.


 






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		H.	Benefit and Stock Plans. In the event that a benefit plan or Stock Plan which covers the
Employee has specific provisions concerning termination of employment, or the death or disability of an employee (e.g.,
life insurance or disability insurance), then such benefit plan or Stock Plan shall control the disposition of the benefits or
stock options.



 


		5.	Proprietary Information Agreement. Employee has executed a Proprietary Information Agreement
as a condition of employment with the Company. The Proprietary Information Agreement shall not be limited by this Employment Agreement
in any manner, and the Employee shall act in accordance with the provisions of the Proprietary Information Agreement at all times
during the Term of this Employment Agreement.



 


		6.	Non-Competition. Employee agrees that for so long as he is employed by the Company under
this Employment Agreement and for one (1) year thereafter, the Employee will not:



 


		A.	enter into the employ of or render any services to any person, firm, or corporation, which is engaged,
in any part, in a Competitive Business (as defined below);



 


		B.	engage in any directly Competitive Business for his own account;



 


		C.	become associated with or interested in through retention or by employment any Competitive Business
as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor,
or in any other relationship or capacity; or



 


		D.	solicit, interfere with, or endeavor to entice away from the Company, any of its customers, strategic
partners, or sources of supply.



 


			Nothing in this Employment Agreement shall preclude Employee from taking employment in the banking
or related financial services industries nor from investing his personal assets in the securities or any Competitive Business if
such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result
in his beneficially owning, at any time, more than one percent (1%) of the publicly-traded equity securities of such Competitive
Business. “Competitive Business” for purposes of this Employment Agreement shall mean any business or enterprise which:



 


		a.	is engaged in the development and/or commercialization of products and/or systems for use in intraoperative
detection of cancer, or the development and/or commercialization of radiopharmaceuticals for the diagnosis or treatment of disease,
or



 


		b.	reasonably understood to be competitive in the relevant market with products and/or systems described
in clause a above, or



 


		c.	the Company engages in during the Term of this Employment Agreement pursuant to a determination
of the Board of Directors and from which the Company derives a material amount of revenue or in which the Company has made a material
capital investment.



 


			The covenant set forth in this Section 6 shall terminate immediately upon the substantial completion
of the liquidation of assets of the Company or the termination of the employment of the Employee by the Company without cause or
at the end of the Term of this Employment Agreement.



 






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		7.	Arbitration. Any dispute or controversy arising
under or in connection with this Employment Agreement shall be settled exclusively by arbitration in Columbus, Ohio, in accordance
with the non-union employment arbitration rules of the American Arbitration Association (“AAA”) then in effect. If
specific non-union employment dispute rules are not in effect, then AAA commercial arbitration rules shall govern the dispute.
If the amount claimed exceeds $100,000, the arbitration shall be before a panel of three arbitrators. Judgment may be entered
on the arbitrator’s award in any court having jurisdiction. The Company shall indemnify the Employee against and hold him
harmless from any attorney’s fees, court costs and other expenses incurred by the Employee in connection with the preparation,
commencement, prosecution, defense, or enforcement of any arbitration, award, confirmation or judgment in order to assert or defend
any right or obtain any payment under paragraph C of Section 4 above or under this sentence; without regard to the success of
the Employee or his attorney in any such arbitration or proceeding.



 


		8.	Attorneys’ Fees and Expenses. Except as
otherwise provided in Section 7, in the event that any action, suit, or other legal or equitable proceeding is brought by either
party to enforce the provisions of this Employment Agreement, or to obtain money damages for the breach thereof, then the party
which substantially prevails in such action (whether by judgment or settlement) shall be entitled to recover from the other party
all reasonable expenses of such litigation (including any appeals), including, but not limited to, reasonable attorneys' fees
and disbursements.



 


		9.	Waiver of Jury Trial. EMPLOYEE AND THE COMPANY
HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN THE EVENT OF ANY DISPUTE WHICH ARISES UNDER THIS AGREEMENT.



 


		10.	Governing Law. The Employment Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio without regard to its conflicts of laws principles.



 


		11.	Jurisdiction; Service of Process. Any action or proceeding arising out of or relating to
this Agreement shall be brought exclusively in the state or federal courts located in Franklin County, Ohio, and each of the parties
irrevocably submits to the jurisdiction of each such court in any such action or proceeding, waives any objection it may now or
hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard
and determined only in any such court and agrees not to bring any action or proceeding arising out of or relating to this Employment
Agreement in any other court. The parties agree that either or both of them may file a copy of this Section with any court as written
evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or
to convenience of forum. Process in any action or proceeding referred to in the first sentence of this section may be served on
any party anywhere in the world



 


		12.	Validity. The invalidity or unenforceability of any provision or provisions of this Employment
Agreement shall not affect the validity or enforceability of any other provision of the Employment Agreement, which shall remain
in full force and effect.



 


		13.	Compliance with Section 409A of the Internal Revenue Code.
If, when the Employee's employment with the Company terminates, the Employee is a "specified
employee" as defined in Section 409A(a)(1)(B)(i) of the Internal Revenue Code, and if any payments under this Employment Agreement,
including payments under Section 4, will result in additional tax or interest to the Employee under Section 409A(a)(1)(B) ("Section
409A Penalties"), then despite any provision of this Employment Agreement to the contrary, the Employee will not be entitled
to payments until the earliest of (a) the date that is at least six months after termination of the Employee's employment for reasons
other than the Employee's death, (b) the date of the Employee's death, or (c) any earlier date that does not result in Section
409A Penalties to the Employee. As soon as practicable after the end of the period during which payments are delayed under this
provision, the entire amount of the delayed payments shall be paid to the Employee in a lump sum. Additionally, if any provision
of this Employment Agreement would subject the Employee to Section 409A Penalties, the Company will apply such provision in a manner
consistent with Section 409A of the Internal Revenue Code during any period in which an arrangement is permitted to comply operationally
with Section 409A of the Internal Revenue Code and before a formal amendment to this Employment Agreement is required. For purposes
of this Agreement, any reference to the Employee's termination of employment will mean that the Employee has incurred a "separation
from service" under Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance thereunder.



 






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		14.	Entire Agreement. This Employment Agreement constitutes the entire understanding between
the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements.
This Employment Agreement may not be amended except in writing executed by the parties hereto.



 


		15.	Effect on Successors of Interest. This Employment Agreement shall inure to the benefit of
and be binding upon heirs, administrators, executors, successors and assigns of each of the parties hereto. Notwithstanding the
above, the Employee recognizes and agrees that his obligation under this Employment Agreement may not be assigned without the consent
of the Company.



 


IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Employment Agreement as of the date first written above.


 





	 NAVIDEA BIOPHARMACEUTICALS, INC.	EMPLOYEE	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Mark J.Pykett	 	/s/ ThomasH.Tulip	 
	 	Mark J. Pykett	 	Thomas H. Tulip	 
	 	Chief Executive Officer	 	 	 







 



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Exhibit A


 


 


 





 


 


 


 


 


 


 


 


 



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