Exhibit 10.1


 


 








 


MANAGING
DIRECTOR’S EMPLOYMENT CONTRACT


between





Curetis GmbH





and


Mr Oliver Schacht, PhD


 




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Table
of contents







	SECT.	PAGE
	§ 1    Legal Status, Management Authority	3
	§ 2    Duties, Responsibilities and Duty of Care	4
	§ 3    Scope of Duty to Act, Ancillary Activity	4
	§ 4    Affiliated Companies	5
	§ 5    Compensation	5
	§ 6    Fringe Benefits, D&O Insurance	6
	§ 7    Continued payment of Compensation in the event of illness and death	7
	§ 8    Secrecy, Obligation to Return, Work Results, Inventions, Copyright	7
	§ 9    Change of Control	9
	§ 10   Prohibition of Competition and Enticement	9
	§ 11    Vacation	11
	§ 12    Term, Termination, Indemnity	11
	§ 13    Important Note on Data Protection and Data Processing	12
	§ 14    Limitation Period	13
	§ 15    Supersession of Previous Contracts, Additional Agreements, Written Form	13
	§ 16    Severability Clause	14


 
 



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Managing Director’s employment
contract (the “Agreement”)





between:


		(1)	Curetis GmbH, Max-Eyth-Str. 42, 71088 Holzgerlingen



– hereinafter also "Curetis"
–


		(2)	Mr Oliver Schacht, [ ]



– hereinafter also "Herr
Schacht" –


REcitals


Prior to this Agreement, Mr Schacht
had already been a member of the Management Board of Curetis AG since April 1, 2011, which became Curetis GmbH on March 15, 2016
pursuant to German UmwG (UmwG = Transformation of Companies Act). Since its foundation in November 2015, he has continued to serve
as a member of the Management Board and most recently as liquidator of Curetis N.V. On April 1, 2020, Curetis N.V. sold its former
wholly-owned subsidiary Curetis GmbH to OpGen Inc. and subsequently went into liquidation itself. Therefore, Mr Schacht's activities
as managing director of Curetis GmbH, as well as the mutual rights and obligations of the parties to the Agreement, are now to
be conclusively regulated by this Agreement.


Having said that, the parties
agree on what follows:


§
1

Legal Status, Management Authority


		(1)	Mr Schacht is managing director of Curetis.



		(2)	As managing director, Mr Schacht shall manage Curetis' business in accordance with,



		-	the provisions of the law,



		-	the provisions of the articles of association,



		-	the decisions and instructions of the body responsible for managing director matters,



		-	any rules of procedure and any schedule of responsibilities for the management, and



		-	this Agreement.



		(3)	Mr Schacht represents Curetis in accordance with his appointment and the respective articles of
association.







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§
2

Duties, Responsibilities and Duty of Care


		(1)	If Curetis has appointed more than one managing director, Mr Schacht's area of responsibility shall
be determined by Curetis' schedule of responsibilities for management, as amended. If only one managing director has been appointed
or there is no schedule of responsibilities, Mr Schacht shall be responsible for all tasks arising. However, the allocation of
certain areas of responsibility by the schedule of responsibilities does not release Mr Schacht from his overall responsibility
for Curetis.



		(2)	Mr Schacht shall apply the diligence and conscientiousness of a prudent businessman in the affairs
of Curetis. He must be guided in all decisions by the best interests of Curetis and its affiliated companies.



§
3

Scope of Duty to Act, Ancillary Activity


		(1)	Mr Schacht's working hours are based on the business requirements and needs of Curetis. This also
includes the obligation to work overtime, Saturdays, Sundays and holidays. Mr Schacht is free to organise his time as he sees fit.



		(2)	The activity may be carried out at changing work locations, in particular at Curetis' office, at
the offices of Curetis' partners or clients, at home or mobile. Mr Schacht is also free to make his own decision in this case.



		(3)	Mr Schacht has to devote all his manpower and all his business activities exclusively to Curetis
and its affiliated companies. This does not include his voluntary work as chairman of the board of “BIO Deutschland e.V.”
(=Association of all Biotech companies in Germany).



		(4)	Mr Schacht may not, without the prior written consent of the body of Curetis responsible for managing
directors' affairs and with the exceptions set out in § 3 (3) above, engage in any other business, commercial or scientific
activity - whether for payment or free of charge -, hold an interest in any similar or related company, take up supervisory board
mandates or similar functions in another company and accept honorary offices only to the extent that there is a statutory obligation
to accept them. The acquisition of listed shares shall not be deemed to be an investment within the meaning of this paragraph,
provided that it does not lead to a significant influence on the listed company. Any consent granted may be revoked, subject to
a reasonable period of notice, if the ancillary activity adversely affects the interests of Curetis or of affiliated companies.



 






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		(5)	Mr Schacht declares his willingness to assume offices, functions and positions in associations
or other institutions, as far as his activity as managing director of Curetis makes this seem appropriate. Mr Schacht acknowledges
that the assumption of these offices, functions and positions is exclusively on behalf and in the interest of Curetis. This also
applies if private funds were used for the acquisition of the office, function or position, unless a written agreement deviating
from this regulation is made for this purpose. In the event of his dismissal or release, Mr Schacht will immediately resign from
all offices, functions and other positions upon Curetis’ request. At the request of Curetis, Mr Schacht shall arrange for
another managing director appointed by Curetis to take his place. Otherwise, the assumption of offices, functions and positions
or other duties with associations or other institutions shall only be made after prior consultation with the bodies of Curetis
responsible for management matters and only as long and to the extent that the obligations under this Agreement are not affected.



§
4

Affiliated Companies


		(1)	Mr Schacht declares his willingness to take on executive positions in companies with which Curetis
is directly or indirectly affiliated or will be affiliated in the future, without any separate remuneration being payable by Curetis.
This also includes the willingness to assume corresponding executive positions.



		(2)	The provisions of this Agreement shall apply accordingly to work in affiliated companies, unless
otherwise agreed in writing.



§
5

Compensation


		(1)	Mr Schacht shall receive a fixed annual gross salary of USD 408,000.00 from Curetis, which shall
be paid in twelve equal cashless installments at the end of each month. In the event of joining or leaving the company during the
year, the annual gross salary will be granted pro rata temporis.



		(2)	In addition, Mr Schacht is entitled to the payment of a variable annual bonus in the amount of
a maximum of USD 285,600.00 gross in case of 100% achievement of objectives. If a contract year is shorter than a calendar year,
the maximum bonus amount is reduced pro rata temporis. The accrual and amount of the entitlement is dependent on the achievement
of the annual targets (targets) set unilaterally by the Board of Directors of OpGen Inc. at its reasonable discretion at the beginning
of each fiscal year. The economic interests of Curetis and the duties of Mr Schacht are to be taken into account appropriately.
Mr Schacht will be informed of the targets in writing. The Board of Directors of OpGen Inc. decides on the achievement of the objectives
within one month after the end of the business year. The amount of the annual bonus will be calculated according to the decision
and will be paid out with the next subsequent remuneration statement. The variable remuneration is not owed for periods of leave
of absence. Any claim to variable remuneration that may have arisen proportionately during the year up to the time of release remains
unaffected.



 






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		(3)	Curetis will review the compensation annually, taking into account the economic situation of Curetis
and the personal performance of Mr Schacht.



		(4)	The remuneration pursuant to (1) and (2) above shall cover all work performed by Mr Schacht in
accordance with this agreement, including all overtime, Saturday, Sunday and holiday work.



§
6

Fringe Benefits, D&O Insurance


		(1)	Curetis shall reimburse travel expenses and other expenses incurred and required in the interest
of Curetis and its affiliated companies within the maximum limits permitted by tax law. For business trips in his own car Mr Schacht
shall receive the maximum rate permissible under tax law as mileage allowance.



		(2)	Curetis places Mr Schacht on an equal footing with an employee subject to statutory compulsory
insurance with regard to the assumption of costs and assumes the corresponding employer's contributions to social insurance schemes
(voluntary health insurance, unemployment insurance, pension insurance, nursing care insurance). Curetis shall bear any social
security contributions payable abroad for work with affiliated companies. If Mr Schacht is employed by an affiliated company abroad,
Curetis will submit all applications necessary for him to remain insured under the German social security system for the duration
of his employment abroad.



		(3)	Mr Schacht himself will ensure that he has sufficient health insurance coverage abroad. Any additional
costs incurred will be covered by Curetis upon request.



		(4)	There is a D&O insurance with an appropriate coverage under which Mr Schacht is also insured.



		(5)	Furthermore, a group accident insurance policy has been taken out with Curetis which also covers
Mr Schacht.



		(6)	Curetis shall take out voluntary insurance for Mr Schacht with the competent professional association
(German “Berufsgenossenschaft”) against the consequences of occupational accidents and occupational diseases with the
maximum insured amount.



 


 






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		(7)	Any costs incurred by Mr Schacht for the preparation of tax returns abroad due to his work for
affiliated companies shall be borne by Curetis.



§
7

Continued payment of Compensation in the event of illness and death


		(1)	Mr Schacht is obliged to notify Curetis immediately of any hindrance, its expected duration and
reasons.



		(2)	If Mr Schacht is prevented from working due to incapacity to work as a result of illness or accident
without any fault on his part, he shall be entitled to continued payment of remuneration for the calendar month in which the prevention
begins as well as for a maximum of another six months, but not longer than until the termination of this agreement. The continued
payment of remuneration shall include the remuneration pursuant to § 5 of this Agreement. Any benefits granted by the institutions
of the statutory health insurance or a private health insurance or accident insurance due to the prevention shall be offset against
the remuneration. Mr Schacht assigns to Curetis any claims for damages against third parties in the amount of the continued salary
paid.



		(3)	In the event of Mr Schacht's death, his heirs as joint creditors shall continue to receive the
regular monthly basic salary pursuant to the above § 5 (1) for a period of two months, but no longer than until the point
in time at which the employment relationship would have ended without death. Any annual bonus is calculated and paid pro rata -
based on the time of death.



§
8

Secrecy, Obligation to Return, Work Results, Inventions, Copyright


		(1)	Mr Schacht undertakes to maintain secrecy with regard to all confidential business matters of Curetis
and its affiliated companies and their business partners, in particular business and trade secrets, development work, strategies,
pricing, planning and customer relations, which he has come to know during his employment and not to use this information for himself
or for third parties. Such matters must not be made available to unauthorized persons outside or inside the company. This obligation
also applies after the termination of the activity. The obligation to maintain secrecy does not apply if Mr Schacht has a statutory
duty to disclose, if a business or trade secret has already become generally known without the cooperation of Mr Schacht or if
the shareholders' meeting of Curetis has given its prior consent to disclosure.



		(2)	Mr Schacht shall be obliged to treat all work/operating resources, documents and data collections
relating to his official activities, including his own business records of any kind and form, as the property of Curetis, to keep
them carefully under lock and key and to hand them over to Curetis completely and unsolicited at any time during the period of
his office as managing director at the request of Curetis, and otherwise at the end of his employment. Mr Schacht has no right
of retention of the aforementioned items. Upon request Mr Schacht shall confirm to Curetis in writing and truthfully that he has
fully complied with his obligation to return the goods.



 


 






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		(3)	By entering into this agreement, Mr Schacht transfers to Curetis the ownership of all work results
created and/or developed by him in the course of and/or in connection with his work for Curetis, in particular inventions and other
scientific and technical knowledge, further developments and suggestions for improvement, computer programs and documentation of
any kind. In the event that such a transfer is not possible, such as in the case of copyrighted works created by him, Mr Schacht
grants Curetis an exclusive, irrevocable right of use and exploitation, unlimited in terms of content, time and territory, for
all known and future types of use, including the right to grant sublicenses, of such work results (copyrighted works).



		(4)	Mr Schacht shall immediately inform Curetis about the work results created and/or developed by
him in the course of and/or in connection with his activities, in particular inventions and other scientific and technical findings,
further developments and suggestions for improvement, computer programs and documentation of any kind and, upon request, shall
support Curetis in obtaining and maintaining patent protection or other industrial property rights and, if applicable, in enforcing
such rights, in particular shall immediately provide Curetis with the documents, reports and/or forms required for this purpose
as well as any necessary declarations of assignment relating to the specific invention, further development, etc. Mr Schacht shall
refrain from doing anything that could prevent or damage the obtaining and maintenance of patent protection or other industrial
property rights or their enforcement, in particular from keeping silent about all work results, including inventions, technical
improvement proposals and other scientific and technical findings.



		(5)	All rights of Mr Schacht to work results developed or created in the course of or in connection
with his work for Curetis, in particular inventions and other scientific and technical knowledge, further developments and suggestions
for improvement, computer programs and documentation of any kind, shall be covered by the agreed compensation and shall be deemed
to be adequately compensated, also for the time after termination of his work.



		(6)	Mr Schacht shall grant Curetis an irrevocable right of use, unlimited in content, time and place
and, if possible, an exclusive right of use (in case of copyrights for all known and future types of use), including the right
to sublicense any inventions and technical improvement proposals, scientific findings, industrial property rights, documents, works
and computer programs not developed or created in connection with his work for Curetis, provided that they are used for the purpose
of using and exploiting the inventions and technical improvement proposals, scientific findings, industrial property rights, documents,
works and computer programs developed by him in or in connection with his work for Curetis.



 



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§ 9


Change
of Control


		(1)	In the event of a change of control pursuant to § 9 (2) Mr Schacht shall have the one-time
right to terminate this Agreement with a notice period of three months (time months). In the event of such termination of his Agreement
Mr Schacht is entitled to his compensation pursuant to § 5 (annual gross salary and variable annual bonus in the event of
notional 100% target fulfilment) for a period of six months after the end of his Agreement. The right to terminate the Agreement
due to a change of control must be exercised by Mr Schacht within three months after the change of control becomes known.



		(2)	A change of control is deemed to have occurred if one or more third parties jointly acquire or
take over at least 50% of the shares or nearly all tangible assets of Curetis GmbH or OpGen Inc.



		(3)	The right to compensation pursuant to § 5 for a period of 6 months following the termination
of the Agreement on the basis of a change of control does not exist if Curetis would terminate the Agreement for good cause.



§ 10


Prohibition
of Competition and Enticement


		(1)	Mr Schacht hereby undertakes that during the term of this employment agreement and for a period
of two years after termination of the same, he will not participate in Curetis’ or affiliated companies’ local area
of activity in any independent, dependent or other way in the research or development, production or marketing of molecular diagnostic
products for infectious diseases or in any other activities in connection with this area of activity (hereinafter the "protected
area of the non-competition clause"). Mr Schacht undertakes in particular, but not conclusively,



		a)	not to act as managing director or member of the board of directors or any other organ of an undertaking
operating within the scope of protection of the prohibition of competition (hereinafter referred to as 'competing undertaking');



 






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		b)	not to enter into a permanent service or employment relationship or a freelance employee, consultant
or representative relationship with a competing company within the scope of protection of the non-competition clause;



		c)	not to support third parties, either directly or indirectly, within the scope of protection of
the non-competition clause;



		d)	not to directly or indirectly establish or acquire a competing enterprise itself; and



		e)	not to participate directly or indirectly in a competing undertaking.



This provision shall
not apply to the acquisition and holding of shares in such companies which are admitted to trading on a stock exchange, provided
that the direct and indirect shareholding does not exceed 2% of the share capital of such companies.


		(2)	In addition, Mr Schacht hereby undertakes that during the term of this Agreement and for a period
of two years after termination of the same, he will not work in an independent, dependent or other manner for a company that maintains
significant business relations with Curetis or any of its affiliates.



		(3)	Mr Schacht hereby further undertakes that during the term of this Agreement and for a period of
two years after termination thereof, he shall not, directly or indirectly,



		a)	influence or attempt to influence any customer, supplier, consultant or other third party who,
at the time of termination of this Agreement, has a contractual or other business relationship with Curetis or any of its affiliates
to terminate or discontinue such relationship with Curetis or to reduce the products or services supplied or provided or obtained
on the basis of such relationship; or



		b)	solicit or attempt to solicit persons who, at the time of termination of this Agreement, are members
of the board of directors, management or other employees of Curetis or any of its affiliates, except in the case of bona fide job
advertisements not targeted at a specific individual or to influence or attempt to influence any person who is a director, officer
or employee of Curetis or any of its affiliates at the time of termination of this Agreement to terminate or attempt to terminate
or infringe any employment relationship with Curetis or any of its affiliates.



		(4)	For the duration of the post-contractual non-competition and non-solicitation agreement, Curetis
shall pay Mr Schacht compensation amounting to 50% of the last contractual services received for each year of the agreement. The
payment shall be made in equal monthly installments and shall be payable in arrears at the end of each month during the period
of the post-contractual non-compete and non-solicitation agreement.



		(5)	Curetis may waive the post-contractual non-competition and non-solicitation clause at any time
prior to the termination of this Agreement by written notice to Mr Schacht; in such case, the claim for compensation pursuant to
§ 10 (4) above shall cease to apply upon expiry of one year after the written notice.



 






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		(6)	Otherwise, the provisions of Sect. 74 et seq. HGB (“German Commercial Code“) shall
apply.



§
11

Vacation


		(1)	Mr Schacht shall be entitled to 30 working days' vacation in each calendar year, whereby a 5-day
week shall be assumed. Working days within the meaning of this provision are all calendar days except Saturdays, Sundays and public
holidays at the respective statutory seat of Curetis. In the event of the beginning or end of this Agreement during the course
of the year, the vacation in this calendar year shall be granted pro rata temporis.



		(2)	The determination of the timing of the leave shall be made in agreement with the shareholders'
meeting and in collegial coordination with the other members of the management, taking into account the business interests of Curetis.



		(3)	If Mr Schacht is unable to take his vacation until the end of the respective calendar year due
to urgent operational or personal reasons, he shall be entitled to his vacation until 30 September of the respective following
year ("carryover period"). If Mr Schacht is unable to take or not completely take the leave in the calendar year or in
the carry-over period for urgent business reasons or reasons related to his person, the remaining leave entitlement shall be settled.
The holiday compensation payment is calculated on the basis of the amount of the basic monthly salary for each day of holiday not
taken. Mr Schacht is entitled to make this payment himself, but he must submit a statement of account to the next shareholders'
meeting.



§
12

Term, Termination, Indemnity


		(1)	This Agreement is dated as of 6 August 2020 and shall be effective from 1 July 2020. It is concluded
for an indefinite period.



		(2)	This Agreement may be terminated by either party upon 12 months' prior notice. The right to terminate
for good cause remains unaffected.



		(3)	Any termination must be made in writing. A notice of termination given without observing this form
is legally ineffective.



 






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		(4)	Notwithstanding the above provisions, the employment relationship shall end without notice of termination
being required at the end of the month in which Mr Schacht has fulfilled the requirements for entitlement to a regular old-age
pension under the statutory pension insurance scheme or at the time when Mr Schacht starts drawing an old-age pension, regardless
of the legal grounds. It also ends without notice at the end of the month in which Mr Schacht receives a notice from a pension
insurance institution regarding an unlimited pension due to reduced earning capacity. If the corresponding pension payment begins
later, it ends only at the end of the day preceding the start of the pension. Curetis must be informed immediately of receipt of
the pension notification.



		(5)	Curetis shall be entitled to release Mr Schacht from the obligation to perform his duties at any
time, subject to continued payment of his contractual remuneration, in particular in the event of his dismissal as managing director
and after notice of termination has been given, regardless of which party has given it, or in connection with the conclusion of
a termination agreement. Unless Curetis specifies otherwise in the indemnity agreement, the indemnity shall initially be granted
irrevocably for the duration of the leave and other time off entitlements that have been settled. Subsequently, the indemnity shall
be revocably maintained in the event that questions arise in connection with the execution of the contractual relationship or a
temporary activity becomes necessary for operational reasons. The rest of the Agreement shall not be affected by the indemnification.
Other earnings will only be credited during the revocable exemption period (i.e. in particular during the time outside of vacation)
in accordance with Sect. 615 sentence 2 BGB (“German Civil Code”).



§
13

Important Note on Data Protection and Data Processing


		(1)	Mr Schacht agrees that personal data is collected, used and processed by him/her for the purpose
of handling the employment relationship, e.g. for salary determination, payroll accounting, vacation recording, personnel development,
etc., and that these personal data may be passed on to third parties for the purpose of use and further processing in the context
of handling the employment relationship on behalf of Curetis.



		(2)	Mr Schacht is prohibited from collecting, processing or using personal data without authorization
(data secrecy). This concerns personal data of colleagues and employees of Curetis as well as customers and partners of Curetis.
In particular, Mr Schacht therefore also undertakes to maintain secrecy with regard to all data of Curetis, its business partners,
cooperation partners, suppliers and customers that he becomes aware of in the course of his work.



 


 






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		(3)	Violations of data secrecy may be punishable by fine according to Sect. 43 BDSG (“German
Data Security and Privacy Act”) and by fine or imprisonment according to Sect. 44 BDSG. A violation of data secrecy can at
the same time constitute a violation of obligations under employment contracts or special secrecy obligations.



		(4)	The obligation to maintain data secrecy continues to apply even after the termination of the employment
relationship with Curetis.



§
14

Limitation Period


Claims
arising from the employment relationship shall lapse if they are not asserted against the other party in writing or in text form
within a preclusive period of six months. Failure to meet the preclusive periods shall result in the loss of the claim. The preclusive
period begins when the claim is due and the claimant becomes aware of the circumstances giving rise to the claim or should have
become aware of them without gross negligence. This preclusion period does not apply in the case of liability for intent.


§
15

Supersession of Previous Contracts, Additional Agreements, Written Form


		(1)	This Agreement contains all current agreements between the parties regarding the employment of
Mr Schacht and replaces all employment and service contracts previously agreed upon between Mr Schacht and Curetis or its legal
predecessors, including the Management Board contract of November 10, 2015 with the former Curetis AG, as well as the last valid
Management Service Agreement (MSA) with Curetis N.V. dated January 1, 2019.



		(2)	On April 1, 2020, a service agreement was concluded between Mr Schacht and Op-Gen. So long as this
Agreement remains in effect, this Agreement supersedes such service agreement, except with respect to Sections 2, 3.4, 3.5, 4,
8, and 13, which provisions shall remain in force and apply to this Agreement.



		(3)	No supplementary agreements to this Agreement were made between the parties.



		(4)	Amendments and supplements to this Agreement must be made in writing to be effective; electronic
and text form are excluded. This also applies to the cancellation, amendment or addition of the written form requirement itself.
Individual agreements always have priority and apply even without observing the formal requirement (Sect. 305 b BGB).







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§
16

Severability Clause


Should individual provisions
of this Agreement be or become void or ineffective in whole or in part, the effectiveness of the remaining provisions shall not
be affected. The law (Sect. 306 para. 2 BGB) shall apply in place of any general terms and conditions that are not included or
are ineffective. In all other respects, the parties shall replace the void or ineffective provision with an effective provision
that comes as close as possible to the economic purpose of the void or ineffective provision, provided that no supplementary interpretation
of the Agreement has priority or is possible.


 


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Both parties confirm with their
signature that they have received an original copy of this Agreement signed by both parties.


 


Signatures


 


 


	Holzgerlingen, the ________________	 	____________, the _________________
	/s/ Timothy Dec	 	 
	/s/ Johannes Bacher	 	/s/ Oliver Schacht
	Curetis GmbH, here represented by the shareholders' meeting, represented by OpGen Inc. as its sole shareholder	 	Oliver Schacht


 




 


 


 






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