Exhibit 10.13


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”)
is entered into as of July 25, 2013 (the “Effective Date”) by and between Alcobra Inc., a Delaware corporation (“Alcobra”),
and Dr. Jonathan Rubin, of 81 Boot Road, Newtown Square, PA 19073 (“you”).


 


Whereas, Alcobra desires to employ you in
the position of Chief Medical Officer, and


 


Whereas, you desire to be employed by Alcobra
subject to the terms and conditions set forth in this Agreement;


 


Now therefore, Alcobra and you agree as
follows:


 


1.          Employment;
Position; Duties.


 


a)           Employment.
Alcobra hereby employs you subject to the terms and conditions herein, and you hereby accept
such employment with Alcobra, as of the Effective Date. 


 


b)           
Position. You shall serve as Chief Medical Officer. You shall report directly to the Chief Executive Officer of Alcobra Ltd.
(the “CEO”) or his designee.


 


c)           Duties.
You shall perform for Alcobra the duties customarily associated with the office of Chief Medical
Officer and such other duties consistent with your position as may be assigned to you from time to time by the CEO. You shall devote
substantially your full business time and best efforts to the performance of your duties hereunder and the business and affairs
of Alcobra and will not undertake or engage in any other employment, occupation or business enterprise other than one in which
you are a passive investor. You shall be based in your home office in Pennsylvania and will be required to travel extensively both
within and outside the United States. 


 


2.          Compensation
and Benefits. For all services rendered by you under this Agreement, Alcobra shall pay you the following compensation and benefits,
all of which shall be subject to applicable taxes and withholdings:


 


a)           Base
Salary. Alcobra will pay you a Base Salary at the annualized rate of $275,000, which shall
be paid in equal installments at Alcobra’s regular payroll intervals, but not less often than monthly. The Base Salary may
be increased from time to time in the discretion of the CEO with the approval of the Alcobra Ltd. Board of Directors (the “Board”).



 


b)           Sign-on
Bonus. Alcobra will pay you a one-time lump-sum sign-on bonus of $25,000 on your first regular pay date.


 




    	 



    	 



    

 


c)           Annual
Bonus. You will be eligible to receive an annual bonus of up to fifty percent (50%) of your Base Salary for each calendar year
(the “Bonus”), based on the extent to which you achieve goals to be established and agreed upon by you and the CEO.
The determination of whether you have earned a Bonus in any year, and the amount of any such Bonus, shall be in the sole discretion
of the CEO with the approval of the Board. Alcobra shall pay the Bonus no later than two and a half months after the end of the
calendar year to which the Bonus relates. No Bonus shall be deemed to have been earned by you for any calendar year in which you
are not actively employed for the entire year to which the Bonus relates. Notwithstanding the preceding sentence, you will be eligible
to earn a Bonus in respect of calendar year 2013, which shall be prorated based on your start date of employment.


 


d)           Vacation
and Holidays. Commencing on the Effective Date, you will earn twenty (20) days of paid vacation each year. The vacation will
accrue pro rata on a monthly basis and may be used in accordance with Alcobra’s vacation policy, as such policy may change
from time to time. Your vacation accrual for 2013 will be pro-rated based on your start date of employment. Alcobra will pay you
your regular salary for all holidays on which the business is closed.


 


e)           Stock
Options. Alcobra Ltd. will grant you options to purchase shares of its common stock according to the following schedule. The
strike price of the options will be the fair market value of the shares on the date of the grant. The options will be governed
by the terms of the Alcobra Ltd. Employee Stock Option Plan (the “ESOP”). During your employment you will be eligible
for additional grants and/or accelerated vesting of the options granted to you, all in the discretion of Alcobra.


 


		(i)	Upon the commencement of your employment, Alcobra Ltd.
will grant you options to purchase 0.5% of the issued and outstanding shares of its common stock.



 


		(ii)	Alcobra Ltd. will grant you options to purchase an additional
0.25% of the issued and outstanding shares of its common stock upon the First Patient In (as that term is commonly defined in
the industry) in each of (A) two Adult Phase III clinical trials and (B) one Pediatric Phase IIb/III clinical trial. For the avoidance
of doubt, the intent of this sub-section (ii) is that Alcobra Ltd. will grant you options to purchase a total of .75% of its issued
and outstanding shares of its common stock. Notwithstanding anything in the ESOP, the options granted to you under this sub-section
(ii) will vest ratably on a monthly basis over three (3) years.



 


f)         Benefits.
You will be eligible to participate in the benefit plans, programs and arrangements that Alcobra may provide to its senior executives
from time to time, in accordance with the terms and conditions thereof. Until such time as Alcobra implements any such benefit
plans, programs and arrangements relating to the subjects specified below, Alcobra will provide you with the following benefits:


 




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(i)          
Alcobra will reimburse you (upon receipt of documentation of purchase) the sum of $1500 per month for your continued health, dental
and vision coverage under your former employer’s plans pursuant to COBRA until the earlier of (A) the date on which you are
eligible for such coverage under Alcobra’s plans, or (B) your coverage under your former employer’s plan lapses.


 


(ii)         Alcobra
will reimburse you for an individual life insurance policy that provides the same coverage as your current policy.


 


(iii)        Alcobra
will reimburse you for an individual long term disability insurance policy that provides the same coverage as your current policy.


 


g)
          Retirement. Alcobra will make an annual contribution or
match all or a portion of your annual contribution to a retirement plan to be established by you or Alcobra.


 


h)           Car
Allowance. Alcobra will provide you with a monthly car allowance of $500.


 


i)         Equipment.
Alcobra will provide you with a computer (and related peripheral equipment) and a cell phone for your business use. You agree not
to store any non-business related information or data on the computer or use it for any purpose other than the performance of your
duties hereunder.


 


j)         Business
Expenses. Alcobra will reimburse you for all reasonable and usual business expenses incurred by you in the performance of your
duties hereunder; provided that you submit documentation of such expenses in a form acceptable to Alcobra.


 


3.          Term.
This Agreement and your employment with Alcobra shall continue in effect until terminated by you or Alcobra in accordance with
Section 4.


 


4          Termination.
This Agreement and your employment with Alcobra may be terminated as follows:


 


a)           Death.
This Agreement shall terminate automatically upon your death.


 


b)           Disability.
Alcobra may terminate your employment in the event that you shall be prevented, by illness, accident, disability or any other physical
or mental condition (to be determined by means of a written opinion of a competent medical doctor chosen by mutual agreement of
Alcobra and you or your personal representative(s)) from substantially performing your duties and responsibilities hereunder for
one or more periods totaling ninety (90) days in any twelve (12) month period.


 


c)           By
Alcobra Other Than For Death, Disability or Cause; By You For Any Reason. Alcobra may terminate your employment other than
for Cause, disability or death, and you may resign your employment for any reason, upon forty-five (45) days prior written notice
to the other. Alcobra may elect in its sole discretion to pay you your Base Salary in lieu of all or part of such notice.


 




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d)           By
Alcobra for Cause. Alcobra may terminate your employment for “Cause” immediately upon written notice to you. For
purposes of this Agreement, “Cause” shall mean any of (i) fraud, embezzlement or theft against Alcobra, its parent
or any of its affiliates; (ii) you are convicted of, or plead guilty or no contest to, a felony; (iii) willful nonperformance by
you of your material duties hereunder and failure to remedy such nonperformance within ten (10) business days following written
notice from the CEO identifying the nonperformance and the actions required to cure it; (iv) you commit an act of gross negligence,
engage in willful misconduct or otherwise act with willful disregard for the best interests of Alcobra or its parent and fail to
remedy such conduct within ten (10) business days following written notice from the CEO identifying the conduct and the actions
required to cure it, provided that Alcobra determines in its sole discretion that such conduct is capable of cure; or (v) you breach
any fiduciary or other legal obligation owed to Alcobra, or materially violate any material Alcobra policy.


 


e)           By
You For Good Reason. You may resign your employment for Good Reason. “Good Reason” shall mean your resignation
from employment within 180 days after the occurrence, without your written consent, of any of the following events; provided however,
that you must give written notice to Alcobra within 90 days after the occurrence of the event allegedly constituting Good Reason,
and Alcobra shall have thirty (30) days after such notice to cure: (i) a material diminution in your authority or responsibilities;
(ii) a material reduction by Alcobra in the total compensation that you are eligible to earn; or (iii) Alcobra requires you to
relocate outside of the United States.


 


5.          Payment
Upon Termination. In the event that your employment with Alcobra terminates, you will be paid the following:


 


a)           
Termination for Any Reason. In the event that your employment terminates for any reason, Alcobra shall pay you for the following
items that were earned and accrued but unpaid as of the date of your termination: (i) your Base Salary; (ii) Bonus; (iii) a cash
payment for all accrued, unused vacation calculated at your then Base Salary rate; (iv) reimbursement for any unpaid business expenses;
and (v) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of Alcobra then in
effect.


 


b)           Termination
Without Cause. In addition to the payments provided for in Section 5(a), in the event that (i) Alcobra terminates your employment
without Cause pursuant to Section 4(c) or you resign for Good Reason pursuant to Section 4(e), (ii) you comply fully with all of
your obligations under Sections 6, 7, 8 and 9 of this Agreement, and (iii) you execute, deliver to Alcobra and do not revoke a
general release of claims (in a form reasonably acceptable to Alcobra) releasing and waiving any and all claims that you have or
may have against Alcobra, its parent and affiliates, and all of their respective current and former directors, officers, employees,
agents, successors and assigns arising out of or related to your employment with Alcobra (other than the obligations of Alcobra
set forth herein which specifically survive the termination of your employment), then Alcobra will provide you with the following
severance pay and benefits.


 




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		(i)	Alcobra
                                                                                                                      will pay
                                                                                                                      you severance
                                                                                                                      consisting
                                                                                                                      of six (6)
                                                                                                                      months of
                                                                                                                      Base Salary
                                                                                                                      at your
                                                                                                                      last Base
                                                                                                                      Salary rate
                                                                                                                      plus one
                                                                                                                      additional
                                                                                                                      month for
                                                                                                                      each full
                                                                                                                      year of
                                                                                                                      employment.
                                                                                                                      The severance
                                                                                                                      will be
                                                                                                                      paid to
                                                                                                                      you in equal
                                                                                                                      installments,
                                                                                                                      minus applicable
                                                                                                                      taxes and
                                                                                                                      withholdings,
                                                                                                                      in accordance
                                                                                                                      with Alcobra’s
                                                                                                                      then regular
                                                                                                                      payroll
                                                                                                                      schedule.
                                                                                                                      The severance
                                                                                                                      payments
                                                                                                                      will commence
                                                                                                                      within
                                                                                                                      ninety (90)
                                                                                                                      days of
                                                                                                                      your termination
                                                                                                                      date provided
                                                                                                                      that you
                                                                                                                      have executed
                                                                                                                      and submitted
                                                                                                                      a general
                                                                                                                      release
                                                                                                                      of claims
                                                                                                                      (as contemplated
                                                                                                                      by sub-section
                                                                                                                      (b)(iii))
                                                                                                                      and the
                                                                                                                      revocation
                                                                                                                      period applicable
                                                                                                                      to such
                                                                                                                      release
                                                                                                                      has expired
                                                                                                                      within the
                                                                                                                      90-day period
                                                                                                                      without
                                                                                                                      you revoking
                                                                                                                      and provided,
                                                                                                                      further,
                                                                                                                      that the
                                                                                                                      payment shall
                                                                                                                      commence
                                                                                                                      in the second
                                                                                                                      taxable
                                                                                                                      year if
                                                                                                                      the 90-day
                                                                                                                      period begins
                                                                                                                      in one taxable
                                                                                                                      year and
                                                                                                                      ends in
                                                                                                                      another.



 


		(ii)	Alcobra will pay the usual employer portion of your continued health, dental and vision coverage for so long as it is paying
you severance. Alcobra will also pay for your continued coverage during the severance period in all other benefit plans, programs
and arrangements in which you are participating at the time your employment ends, to the extent permitted by law and/or the terms
of such plans, programs and arrangements.





   


c)
          No Mitigation. You are not required to mitigate amounts payable
under this Section 5 by seeking other employment or otherwise, nor must you pay over to Alcobra amounts earned through subsequent
employment or otherwise.


 


6.          Confidentiality.
You agree that you will not at any time, during or after your employment by Alcobra, without Alcobra’s prior written consent,
reveal or disclose to any person outside of Alcobra, or use for your own benefit or the benefit of any other person or entity,
any confidential information concerning the business or affairs of Alcobra or its parent, or concerning any of their customers,
clients or employees (“Confidential Information”). For purposes of this Agreement, Confidential Information shall include,
but shall not be limited to, financial information or plans; sales and marketing information or plans; business or strategic plans;
salary, bonus or other personnel information of any type; information concerning methods of operation; proprietary systems or software;
legal or regulatory information; cost and pricing information or policies; information concerning new or potential products or
markets; clinical data; medical or other data relating to participants in Alcobra’s clinical trials, or research and/or analysis.
Confidential Information shall not include information falling within the description of Confidential Information that already
is available to the public through no unauthorized act of yours and salary, bonus or other personnel information specific to you,
nor shall this paragraph be construed so as to interfere with your right to use your general knowledge, experience, memory and
skills, whenever and wherever acquired, in any future employment. Notwithstanding the forgoing, you may comply with legal process;
provided, however, that if you anticipate making a disclosure to comply with legal process, you agree to provide Alcobra with ten
(10) days written notice or, if such notice is not practicable under the circumstances, with as much written notice as is practicable.


 




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7.          Return
of Alcobra Property. You understand and agree that all Confidential Information, however or whenever produced, shall
be the sole property of Alcobra and/or its parent, and shall not be removed by you (or anyone acting at your direction or on your
behalf) from Alcobra’s custody or transmitted to any third person or entity without Alcobra’s prior written consent,
except as required in the performance of your duties under this Agreement. Upon the termination of your employment, or otherwise
upon the request of Alcobra, you will promptly deliver to Alcobra all copies of all documents, equipment, property or materials
of any type in your possession, custody or control, that belong to Alcobra and/or that contain, in whole or in part, any Confidential
Information.


 


8.          Inventions
and Other Intellectual Property. During the term of this Agreement, you shall promptly disclose to Alcobra or any successor
or assign, and grant to Alcobra and its successors and assigns (without any separate remuneration or compensation other than that
received by you in the course of your employment), your entire right, title and interest in and to any and all inventions, developments,
discoveries, models, or any other intellectual property of any type or nature whatsoever ("Intellectual Property"), whether
developed by you during or after business hours, or alone or in connection with others, in any way related to the business of Alcobra,
its affiliates, successors or assigns. You agree, at Alcobra’s expense, to take all steps necessary or proper to vest title
to all such Intellectual Property in Alcobra, its affiliates, successors, assigns, nominees or designees, and to cooperate fully
and assist Alcobra in any litigation or other proceedings involving any such Intellectual Property.


 


9.          Non-Solicitation
Covenants. You understand and agree that, by virtue of your position at Alcobra, you will have substantial access to and impact
on the good will, confidential information and other legitimate business interests of Alcobra and its parent, and that you therefore
are in a position to have a substantial adverse impact on those entities’ business interests should you engage in certain
activities in competition with them after your employment terminates. Accordingly, you agree that during the term of this Agreement
and for a period of one (1) year after your employment with Alcobra or any of its successors or assigns terminates for any reason
(the “Restricted Period”), you will not, directly or indirectly, whether through your own efforts, or in any way assisting
or employing the assistance of any other person or entity (including, without limitation, any consultant or any person employed
by or associated with any entity with which you are employed or associated), recruit, solicit or induce any employee or consultant
of Alcobra or its parent to terminate his or her employment or other relationship with Alcobra or its parent, or hire or retain
any such person to perform services for any other person or entity.


 


You agree that your adherence to this Section
9 is an important and substantial part of the consideration that Alcobra is receiving under this Agreement in exchange for the
various amounts that Alcobra is committing to pay you. Accordingly, you agree that the restrictions in this Section 9 are reasonable
and enforceable in all respects, and you consent to the seeking of injunctive relief to enforce such covenants, in addition to
any remedies that Alcobra has at law.




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10.         Indemnification.
If you are made a party or witness to any threatened, pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) in any manner concerning or relating to your service, actions or omissions on behalf of Alcobra
as an officer, employee or agent thereof or of any entity with respect to which Alcobra directed or requested you to provide services,
then Alcobra will, to the maximum extent Delaware law permits, and in addition to any such right granted to or available to you
under the company’s Charter, By-laws or standing or other resolutions or agreements, defend, indemnify and hold you harmless
against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. Your right to indemnification
and to insurance coverage will survive until the expiration of all applicable statutes of limitations, without regard to the earlier
cessation of your employment or any termination or expiration of this Agreement. Alcobra represents that Alcobra Ltd. currently
maintains D&O insurance that will indemnify you to the extent stated above.


 


11.         Assignment.
This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or successors
of Alcobra by reorganization, merger or consolidation and any assignee of all or substantially all of its business and properties.
Neither this Agreement nor any rights or benefits hereunder may be assigned by you, except that, upon your death, your earned and
unpaid economic benefits will be paid to your heirs or beneficiaries.


 


12.         Interpretation
and Severability. It is the express intent of the parties that (a) in case any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provision
shall be construed by limiting and reducing it as determined by a court of competent jurisdiction, so as to be enforceable to the
fullest extent compatible with applicable law; and (b) in case any one or more of the provisions contained in this Agreement cannot
be so limited and reduced and for any reason is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


13.         Notices.
Any notice that you or Alcobra are required to give the other under this Agreement shall be given by personal delivery, recognized
overnight courier service, or registered or certified mail, return receipt requested, addressed in your case to you at your last
address of record with Alcobra, or at such other place as you may from time to time designate in writing, and, in the case of Alcobra,
in care of its parent, or at such other office as Alcobra may from time to time designate in writing, addressed to the attention
of the CEO. The date of actual delivery of any notice under this Section 13 shall be deemed to be the date of receipt thereof.


 


14.         Waiver.
No consent to or waiver of any breach or default in the performance of any obligation hereunder shall be deemed or construed to
be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder.
No purported waiver hereunder shall be effective unless it is in writing and signed by the waiving party.


 


15.         Complete
Agreement; Modification. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof
and supersedes any previous oral or written communications, negotiations, representations, understandings or agreements between
them. Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized
officer of Alcobra.


 




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16.         Headings.
The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part, or affect the
meaning, of this Agreement.


 


17.         Counterparts.
This Agreement may be signed in two (2) counterparts, each of which shall be deemed an original and both of which shall together
constitute one agreement.


 


18.         Choice
of Law. This Agreement shall be deemed to have been made in the Commonwealth of Pennsylvania, and the validity, interpretation
and performance of this Agreement shall be governed by and construed in accordance with the laws of Pennsylvania, without giving
effect to conflict of law principles.


 


19.         Advice
of Counsel; No Representations. You acknowledge that, prior to entering into this Agreement, you have had the opportunity to
review this Agreement with your attorney, and that neither Alcobra nor any representative of Alcobra has made any representations,
warranties, promises or inducements to you concerning the terms, enforceability or implications of this Agreement other than as
are contained in this Agreement.


 


20.         Internal
Revenue Code Section 409A. All other provisions of this Agreement notwithstanding, this Agreement shall be construed to avoid
any adverse tax consequences to you under Internal Revenue Code (“Code”) Section 409A, and the parties agree to amend
this Agreement from time to time as may be necessary to that end, in a manner that best preserves the economic benefits to you.
Any reimbursements due or expenses to be paid under any provision of this Agreement shall be paid not later than March 15 of the
year following the year in which the expense is incurred.


 


In the case of any payment on termination
(other than in the event of death or disability within the meaning of Code Section 409A or in compliance with the requirements
of Treas. Reg. § 1.409A-1(b)(9)(iii) or (v) or of any successor thereto or any other provision that exempts a payment from
Code Section 409A) while you are a specified employee within the meaning of Code Section 409A, in no event will such payment be
made earlier than six (6) months after the date your employment terminates. In the event that, due to Code Section 409A, you do
not receive one or more cash payments that would otherwise be due during the six (6) month period, all such delayed payments will
be made on the first day after the six (6) month anniversary of your employment termination, and thereafter any remaining payments
shall be made in accordance with the previously agreed-upon schedule.


 


IN WITNESS WHEREOF, Alcobra and you have
executed this Agreement as of the day and year first set forth above.


 


	Alcobra Inc.	 	 
	 	 	 
	By:	/s/ Yaron Daniely	 	/s/ Jonathan Rubin
	Name: Yaron Daniely, PhD MBA	 	Jonathan Rubin
	Title: CEO	 	 
	Date: July 24, 2013	 	 
	 	 	 	 


 




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