Exhibit 4.19


 


Execution Version


 


Executive
Employment Agreement


 


In consideration of his employment by INNOCOLL AG
(“Company”) and the compensation and benefits outlined below, and intending to be legally bound, ANTHONY P. ZOOK
(“Executive”) agrees with Company as follows:


 


		1.	Definitions.  As used in this Agreement, the following terms whether
used in the singular or plural form shall have the meanings set forth below:



 


		1.1	An “Affiliate” of any Person means any Person directly or indirectly
controlling, controlled by or under common control with such Person including without limitation any direct or indirect Subsidiary
of such Person.



 


		1.2	“Board” means the Management Board of the Company.



 


		1.3	“Supervisory Board” means the Supervisory Board of the Company.



 


		1.4	“Change of Control” means either of the following:



 


		(a)	A tender offer, stock purchase, other stock acquisition, merger, consolidation or
                                                                   recapitalization whereby any Person or group of Persons, as such term is defined under the United States Securities Exchange
                                                                   Act of 1934, other than (1) Existing Shareholders, and (2)
Executive Management become the beneficial owners, directly or indirectly, of securities of Company representing more than fifty
percent (50%) of the combined voting power of all of Company’s then outstanding securities, or




 


		(b)	Any transfer of all or substantially all of the assets of Company, including without limitation
Company’s rights under this Agreement, to any entity where more than fifty percent (50%) of the combined voting power of all of
such entity’s then outstanding securities is owned by a Person or group of Persons other than (1)
Existing Shareholders, and (2) Executive Management.



 


Notwithstanding the foregoing, no transaction will constitute
a Change of Control unless such transaction also constitutes a “change in ownership” of the Company or a “change
in ownership of a substantial portion of the assets” of the Company within the meaning of United States Treasury Regulation
Section 1.409A-3(i)(5)(v) or 1.409A-3(i)(5)(vii), respectively.


 


		1.5	“Company’s Business” means:



 


		(a)	the business of development and commercialization of products based on collagen based drug delivery
technologies, including without limitation, products that are administered by implantation, topically, bucally, orally or intra-ocularly;
and


 



    	 



    	 



    

 


		(b)	any other business conducted or under development during the Restrictive Period by Company, any Affiliate of Company, or any
current or prospective business partner or collaborator of the Company.



 


		1.6	“Executive Management” means collectively, all Persons who have been, are or hereafter shall be officers of the Company
or otherwise in an executive or management position with Company.



 


		1.7	“Existing Shareholders” means collectively, all shareholders of record of Company as of the date of this Agreement,
all shareholders or general and limited partners of any shareholder of record of Company as of the date of this Agreement (each
such partner or shareholder being hereinafter referred to as “Partner”), all members of the immediate family of each
such Partner, including without limitation, all parents, children, grandchildren, spouses and siblings thereof, and all spouses
of each of the foregoing, all other Persons, directly or indirectly, owned or controlled by any Existing Shareholder or Partner
or in which any Existing Shareholder or Partner has any material interest.



 


		1.8	“Exit Date” means the date on which Executive ceases to be employed by Company or any
of its Affiliates.



 


		1.9	“Person” means any association, company, corporation, estate, individual, limited liability company, limited liability
partnership, limited partnership, family limited partnership, general partnership, individual, trust or other entity or organization
of any nature.



 


		1.10	“Restrictive Period” means the period of time that commences on the date of this Agreement and ends three hundred
sixty-five (365) days following the Exit Date.



 


		1.11	“Subsidiary” means any corporation of which Company and/or AG owns or controls, directly or indirectly, through one
(1) or more Affiliates or other Subsidiaries, more than fifty percent (50%) of the combined voting power of all of the outstanding
securities of capital stock of such corporation and includes, without limitation, Innocoll Pharmaceuticals, Ltd., an Irish private
limited company, its subsidiary Syntacoll GmbH, a German limited liability company, Innocoll Technologies Ltd., an Irish private
limited company, and Innocoll, Inc., a Delaware corporation.



 


		2.	No Conflicting Agreements.  Executive (a) represents to Company that he is not currently subject to, and shall
not hereafter become subject to, any employment agreement, confidentiality agreement, non-competition agreement, non-disclosure
agreement or any other agreement, covenant, understanding or restriction which would prohibit Executive from fully observing and
performing his duties and responsibilities to Company or would otherwise in any manner, directly or



 




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indirectly, limit or affect the
duties and responsibilities which may now or in the future be assigned to Executive by Company; and (b) represents to Company that
to the best of his knowledge no current employee of Company is currently subject to any employment agreement, confidentiality agreement,
non-competition agreement, non-disclosure agreement or any other agreement, covenant, understanding or restriction which prohibits
such employee from fully observing and performing his or her duties and responsibilities to Company or would otherwise in any manner,
directly or indirectly, limit or effect the duties and responsibilities which may now or in the future be assigned to such employee
by Company.


 


		3.	Employment.  Company employs Executive and Executive accepts such employment in accordance
with the terms of this Agreement including without limitation:



 


		3.1	Executive shall serve on a full-time basis as Chief Executive Officer of the Company and, subject to formal appointment in
accordance with German law, Chairperson of the Management Board and shall perform all duties and responsibilities in connection
therewith. The Company shall take all steps reasonably necessary in order for Executive to be appointed as Chairperson of the Management
Board.



 


		3.2	Simultaneous with all required approvals, the Supervisory Board will have approved a grant to the
Executive, of 37,761 restricted shares, which represents 2.25% of the ordinary shares of the Company outstanding as of the date
of this Agreement, out of the Company’s authorized capital, subject to the terms and conditions of the Restricted Share Award Agreement
between the Company and Executive. It is understood that the issuance of such restricted shares to the Executive must be approved
at an annual or extraordinary meeting of the Company’s shareholders by a vote of the holders of not less than two-thirds of the
ordinary shares present and voting at such meeting. The Company agrees to take all reasonable steps to include a proposed resolution
approving such issuance in the invitation for the annual or extraordinary meeting of the Company’s shareholders to be held in 2015
and to take all reasonable action necessary to solicit and gain approval for such issuance.



 


		3.3	For each calendar year of the Executive’s continuing employment starting in 2016, the Supervisory
Board shall consider an annual grant to Executive of options to purchase shares based upon a variety of factors deemed important
to the Supervisory Board including the Company’s performance and the competitiveness of the Executive’s compensation within the
relevant market, with a target for consideration of 0.5% of the number of ordinary shares issued and outstanding on the date of
the grant. The annual grant shall be in the sole discretion of the Compensation Committee and the Supervisory Board (the “Annual
Equity Grant”). The Compensation Committee and the Supervisory Board shall further have



 




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the discretion to issue to the
Executive additional equity compensation, including but not limited to options, as it may determine from time to time and will
consider changes in the capital of the Company when making such decisions.


 


		3.4	As soon as practicable after the Executive commences employment with the Company, Executive may, but is not required to, purchase
at least five hundred thousand dollars ($500,000) in ordinary shares from the Company based on their then-current market price.
After five (5) years of employment by the Company, Executive shall own ordinary shares in the Company, on a continuing basis, having
a market value equal to no less than three (3) times Executive’s then-current Base Salary.



 


		3.5	For all services rendered by Executive hereunder, so long as Executive is employed by Company, Company
shall pay Executive annual base compensation (“Base Salary”) payable in installments at such time as Company customarily
pays its other employees and shall provide Executive with such medical, dental, life, retirement, and disability insurance benefits
as are provided to other U.S. executives of the Company or its subsidiaries (individually and collectively, “Executive Benefits”).
Alternatively, the Executive may elect to receive the cash value of the cost of the Company’s medical benefits in lieu of being
a participant in the Company’s medical benefit plan. During the term of Executive’s employment with the Company, the Company shall
maintain in full force and effect directors’ and officers’ liability insurance at a minimum coverage level of $10 million. All
Base Salary payable to Executive shall be at the minimum annual rate of Five Hundred Thousand and 00/100 Dollars ($500,000.00).
The Supervisory Board shall review Executive’s Base Salary at least annually and may from time to time increase Executive’s Base
Salary in its sole discretion. Nothing contained in this Section 3.5 shall be deemed to establish any specific term of employment.



 


		3.6	Annually throughout the employment relationship, the Company’s Supervisory Board, in consultation
with Executive from time to time, shall establish annual corporate goals and objectives (“Annual Corporate Goals”) and
annual individual goals and objectives (“Annual Individual Goals”) applicable to Executive for the then current calendar
year. In the event that Company shall fully achieve all of the Annual Corporate Goals and Executive shall fully achieve all of
his Annual Individual Goals applicable to any calendar year, Executive shall be eligible for a targeted performance bonus (“Annual
Target Performance Bonus”) of fifty-five percent (55%) of Executive’s Base Salary; provided that the Supervisory Board shall
have the discretion to pay an annual bonus to Executive even if the Company does not fully achieve all of the Annual Corporate
Goals or Executive does not fully achieve all of his Annual Individual Goals applicable to any calendar year and shall have the
discretion to pay


 



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Executive an annual bonus in
excess of the Annual Target Performance Bonus if the Company exceeds the Annual Corporate Goals and Executive exceeds his Annual
Individual Goals. Executive’s bonus in any year shall not exceed one hundred fifty percent (150%) of the Annual Target Performance
Bonus. Such Annual Targeted Performance Bonus or other annual bonus as may be determined by the Supervisory Board in its discretion
shall be payable at such time and in such manner during the one hundred twenty (120) day period immediately following December
31 of such calendar year as the Supervisory Board shall determine in its sole discretion.


 


		3.7	So long as Executive is employed by Company, Executive shall be entitled to four (4) weeks annual vacation in accordance with
such policies as Company shall from time to time promulgate.



 


		3.8	Executive shall not be required to work away from the Company’s principal place of business in the United States, which it
shall be Executive’s responsibility to establish and manage, for more than two consecutive weeks or three weeks in any two month
period, for Executive to perform the duties reasonably expected of him from time to time. Any variation to these terms from time
to time shall be by mutual consent and any additional terms relating to Executive’s work outside the United States (if any) shall
be agreed upon by Executive and the Company.



 


		4.	No Solicitation/Hire.  During the Restrictive Period, Executive shall not, either directly
or indirectly, employ or solicit the employment of any Person or engage, solicit the engagement as a consultant of any Person,
who is employed by Company or any of its Affiliates in an executive, management, marketing, scientific or technical capacity on
a full or part-time basis as of the date of termination of the employment relationship between Company and Executive or within
the one (1) year period immediately preceding the Exit Date.



 


		5.	Covenant-Not-To-Compete.  During the Restrictive Period, Executive shall not, and
shall not encourage or permit any of his Affiliates, or any other Person, directly or indirectly, to:



 


		5.1	engage in competition with, or acquire a direct or indirect interest or an option to acquire such
an interest in any Person engaged in competition with Company’s Business anywhere in the world (other than an interest of not more
than five percent (5%) of the outstanding stock of any publicly traded company);



 


		5.2	serve as a director, officer, employee, consultant, agent or representative of, or furnish information
to, or otherwise facilitate in any way the efforts of, any Person engaged in competition with Company’s Business anywhere in the
world;



 




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		5.3	solicit, employ, interfere with or attempt to entice away from Company or any Affiliate of Company any Person who has been
employed or was engaged by Company or any such Affiliate in an executive, management, marketing, scientific or technical capacity
in connection with the conduct of Company’s Business within one year prior to such solicitation, employment, interference or enticement;
or



 


		5.4	approach for any business or commercial purpose any Person who competes with or has plans of which
Executive is aware to compete with Company’s Business, or solicit or deal with any Person who at any time during the one (1) year
period immediately preceding the Exit Date;



 


		(a)	was a customer, client, supplier, agent or distributor of Company or any Affiliate;



 


		(b)	was a potential customer, client, supplier, agent or distributor of Company or any Affiliate and
with whom employees reporting to or under Executive’s direct control had personal contact on behalf of Company or any Affiliate;
or



 


		(c)	was a Person with whom Executive had regular, substantial or a series of business dealings on behalf
of Company or any Affiliate of Company (whether or not a customer, client, supplier, agent or distributor of Company or any Affiliate).



 


The Restrictive Period shall be
automatically extended for any period of time during which the Executive has breached, or threatened to breach, any provisions
hereof. The geographic scope of the covenants set forth in this Section 5 shall be worldwide and Executive acknowledges that the
business of Company and its Affiliates is worldwide and therefore the geographic scope of such covenants is reasonable and necessary
to protect the interests of Company.


 


		6.	Benefits Payable Upon Termination of Employment.  



 


		6.1	Except as specifically provided in this Agreement or required by applicable law, upon termination
of the employment relationship between Company and Executive for any reason, all duties and obligations of Company to Executive
and all rights, remedies, compensation, Benefits, privileges, grants and options of Executive shall cease and terminate as of the
Exit Date; provided, however, that Executive shall be entitled to receive the following: (a) payment of accrued but unpaid Base
Salary up to the Exit Date, if any, (b) any Annual Target Performance Bonus earned but unpaid for the year preceding the year in
which the Exit Date falls, (c) unreimbursed business expenses, and (d) any vested or accrued benefits as of the Exit Date under
any benefit plans maintained, or contributed to, by the Company, or any disability benefits program sponsored by the Company (excluding
for such purposes any stock option



 




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or similar plans), subject to the
terms and conditions of each such plan or program.


 


		6.2	Executive shall be entitled to the compensation and benefits
specified in Section 6.3 hereof if Executive’s employment by Company is terminated (a) by Company, other than by reason
of any of the events set forth in Section, 6.4 or 6.5 below, or (b) by Executive as a result of any of the following: (i) a material
breach by the Company of this Agreement; (ii) a change in Executive’s position with the Company that materially reduces
the Executive’s level of authority, responsibilities, or duties; (iii) a material reduction in the Executive’s fixed
annual salary or benefits; (iv) a change by the Company of Executive’s primary place of work to a new location that is more
than fifty (50) miles from the location initially established by Executive; or (v) failure by the Company’s shareholders
to approve the grant of restricted shares set forth in Section 3.2 hereof by September 30, 2015. In the event that Executive seeks
to terminate his employment pursuant to this Section, he must first provide the Company with thirty (30) days written notice and
an opportunity to cure pursuant to Section 9 of this Agreement.



 


		6.3	Upon termination of employment as set forth in Section 6.2 or Section 8 of this Agreement, and on the condition of signing
a separation agreement including a plenary release in a form acceptable to the Company, Executive shall be entitled to the following:



 


		 	(a)	Compensation.
                                          Executive shall be entitled to Base Salary payable in installments and in such
                                         amounts as were in effect on the date of termination of Executive’s employment
                                         for one (1) year after the date the employment relationship between Company and Executive
                                         ends.



 


		 	(b)	Employee
                                         Benefits.  Executive shall be entitled to reimbursement for a continuation
                                         of all medical, dental and life insurance benefits in substantially the same manner and
                                         amount to which Executive was entitled on the date of termination of Executive’s
                                         employment until the earlier of (i) one (1) year after termination of Executive’s
                                         employment by Company, or (ii) Executive becomes eligible for similar benefits with any
                                         new employer or other Person.



 


		6.4	Executive shall not be entitled to any compensation or Benefits of any nature, including without
limitation those referred in Section 6.3 of this Agreement, in the event that the employment relationship between Company and Executive
ends by reason of: Executive’s admission of any dishonest or illegal act or omission; Executive’s conviction of any misdemeanor
or felony pertaining to or involving dishonesty, harassment or violence; any negligent act or omission by Executive which has a
material adverse effect upon Company; Executive’s willful misconduct;



 




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any representation to Company
by Executive contained in this Agreement is materially false or misleading; Executive’s failure to implement or observe any lawful
directive of the Board or Supervisory Board, or Executive’s breach, violation or default of any of the covenants, duties or obligations
imposed upon Executive pursuant to this Agreement and the failure to cure the same (if curable as permitted by Section 9 of this
Agreement) within thirty (30) days after receiving written notice from Company of the same; or Executive’s failure to fully perform
such performance standards as shall be determined from time to time by the Supervisory Board and the failure to cure the same within
thirty (30) days after receiving written notice from Company of the same.


 


		6.5	Death or Disability.  In the event of the
                                         Executive’s death while employed by the Company, the Company shall pay to the Executive’s
                                         estate all compensation and benefits earned through the date of death. In the event of
                                         Executive’s inability to perform fully his duties and responsibilities to Company
                                         to the full extent required by the Board by reason of illness, injury or incapacity for
                                         ninety (90) consecutive days, or for more than one hundred twenty (120) days in the aggregate
                                         during any period of twelve (12) consecutive calendar months, the Company shall pay to
                                         the Executive all compensation and benefits earned through the date of disability. Additionally,
                                         in the event of death, Executive’s beneficiaries shall be entitled to receive the
                                         proceeds from any applicable policy of life insurance obtained by the Company for the
                                         benefit of such beneficiaries. In the event of disability, Executive shall be entitled
                                         to receive the proceeds from any applicable disability insurance policy obtained by the
                                         Company for the benefit of the Executive.



 


		6.6	Upon termination of Executive’s employment for any reason, Executive agrees to resign from the Board
and any and all other positions, boards, and committees and all Company property shall be returned by Executive to Company within
three (3) days of such termination. All other compensation and Benefits of any nature provided by Company not otherwise addressed
in this Agreement shall terminate as of the date of termination of Executive’s employment.



 


		7.	Confidential Information/Developments. 



 


		7.1	Executive recognizes and acknowledges that by reason of his employment by and service to Company,
he shall have access to financial, marketing, scientific, technical, proprietary and other confidential information of Company
and its Affiliates, including information and knowledge pertaining to Company’s standard operating procedures, processes and formulae,
whether patentable or not, Company’s pharmaceutical procedures, products and services offered, research ideas, product testing
and development, clinical test results, methods, inventions, innovations, recipes and formulae, designs, ideas, plans, trade secrets,
know-how,



 




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distribution and sales methods
and systems, sales and profit figures, customer and client lists, supplier lists, confidential information obtained from
third parties and relationships between Company and its Affiliates, distributors, customers, clients, suppliers and others
who have business dealings with Company and its Affiliates and other information not known to Company’s competitors (all of
the foregoing being hereinafter referred to as “Confidential Information”). Executive acknowledges that the
Confidential Information is a valuable and unique asset of Company and covenants that he shall not, either during the period
of time during which Executive is employed by Company or at any time thereafter, disclose any such Confidential Information
to any Person for any reason whatsoever without the prior written authorization of the Board, unless such information is in
the public domain through no fault of Executive or except (a) as may be required by law with prior notice to Company, or (b)
to the extent that such disclosure is provided on a “need-to-know” basis in the proper service of Company’s
business interests.


 


		7.2	Executive further recognizes and acknowledges that, in light of his particular duties and responsibilities
to Company, all inventions, discoveries, programs, programming techniques, underlying program designs and/or concepts, machinery,
products, processes, computer hardware, information systems, software (including without limitation source code, object code, documentation,
diagrams and flow charts) and improvements, whether patentable or not, which have been or may in the future be made by him during
the course of his duties to Company which relate to any business or activity of Company, whether solely or jointly with others,
whether during or outside normal working hours and whether on or off the premises of Company (all of the foregoing being hereinafter
referred to as “Inventions and Discoveries”), are and shall be and remain the exclusive property of Company, whether
or not disclosed, assigned or transferred at the time of the termination of the employment relationship established pursuant to
this Agreement.



 


		7.3	Without request, Executive shall promptly and fully disclose to the Board and/or Supervisory Board
and to no other Person the Inventions and Discoveries referred to in Section 7.2 above and shall assign to Company all of his rights
throughout the world to such Inventions and Discoveries. Upon the request of Company, either during the period of time during which
Executive is employed by Company or thereafter, Executive or his personal representatives, at the sole expense and subject to the
exclusive control of Company, shall apply or join with Company in applying for a patent, trademark, trade name or registered mark
or design in all such countries of the world as Company may in its sole discretion determine, and further shall execute all papers
necessary therefore including without limitation assignments to Company, or its nominee, without further consideration.



 




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		8.	Termination of Employment in Connection with a Change in Control. If Executive’s employment is terminated within
one hundred eighty (180) days before or after a Change in Control (a) by the Company for any reason other than those reasons set
forth in Section 6.4 above, (b) as a result of Executive’s death or disability as provided in Section 6.5 above, or (c) by Executive
for any of the reasons set forth in Section 6.2(b) above, then any and all of the shares of the Company owned by Executive that
remain subject to forfeiture shall automatically become no longer subject to forfeiture upon the latter to occur of: (i) the occurrence
of the Change in Control, or (ii) the termination of Executive’s employment as provided above; provided, however, that Executive
provides Board and/or the Supervisory Board with written notice of the occurrence of an event described in Section 8(c) of this
Agreement within thirty (30) days of the occurrence of such event and Company fails to cure or rectify such event within thirty
(30) days after receiving such written notice, at the option of Executive, exercisable within thirty (30) days after the expiration
of such cure period, Executive may resign from the employment relationship established pursuant to this
Agreement, or, if involuntarily terminated as provided in Section 8(a) of this Agreement, give notice of intention to collect compensation
and benefits under this Agreement by delivering a notice in writing (“Notice of Termination”) to the Board and/or Supervisory
Board, and in such event, Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof, as well
as, the acceleration of vesting of his equity compensation, subject to limitations imposed under German law.



 


		9.	Remedies. Except as otherwise provided in this Agreement, upon any breach, violation or default by either party
to this Agreement (“Defaulting Party”) of any of the representations, covenants, duties or obligations imposed upon such
Defaulting Party pursuant to this Agreement, and, if curable, the failure of such Defaulting Party to cure such breach, violation
or default within ten (10) days of the date of the giving of notice by the other party to this Agreement (“Non-Defaulting
Party”), the Non-Defaulting Party shall have all rights and remedies which are contained in this Agreement and all other rights
and remedies which are at law, in equity or by statute permitted or provided, all such rights and remedies to be cumulative and
concurrent. Notwithstanding anything to the contrary, Executive shall have no right to cure any breach, violation or default of
any representation, covenant, duty or obligation imposed upon Executive pursuant to this Agreement which arises out of, pertains
to or constitutes any dishonest or illegal act or omission, any conviction of any misdemeanor or felony pertaining to or involving
dishonesty, harassment or violence, commission of any willful misconduct or any breach, violation or default upon the provisions
of Sections 5 or 7 of this Agreement.



 


		10.	Disability Payments. In the event that Company shall obtain or procure any disability
or similar insurance which makes payments to Executive (“Disability Payments”) on account of Executive being unable to
perform his duties and obligations to Company by reason of illness, injury or incapacity, the aggregate amount of such Disability
Payments shall constitute a credit on a dollar for dollar



 




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basis against all amounts, including
without limitation Base Salary, owing by Company to Executive and shall decrease on a dollar for dollar basis such amounts owing
by Company, and Company shall be released to such extent. Nothing contained in this Section shall impose any duty or obligation
upon Company to obtain any such insurance.


 


		11.	Papers. All correspondence, memoranda, notes, records, reports, drawings, lists, photographs,
plans and other papers and items received or made by Executive in connection with his employment by Company shall be the property
of Company. Executive shall deliver all such materials, and all copies thereof in whatever form stored, to Company upon request
of Company and, even if it does not request, when his employment by Company ends.



 


		12.	Compliance with 409A of the United States Internal Revenue Code. 



 


		12.1	The intent of the parties is that all payments of compensation and benefits under this Agreement
will comply with Section 409A of the United States Internal Revenue Service Code (the “Code”) and regulations and guidance
promulgated thereunder to the extent such compensation and benefits are not exempt from Section 409A of the Code as short-term
deferrals or otherwise. Accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with
Section 409A of the Code.



 


		12.2	If and to the extent required to comply with Section 409A of the Code, with respect to any payments or benefits required to
be paid on account of Executive’s termination of employment, “termination of employment” or words to similar effect shall
mean “separation from service” as defined in Section 409A of the Code and regulations issued thereunder.



 


		12.3	Notwithstanding any provision of this Agreement to the contrary, if Executive is considered a specified
employee (as defined below) at the time of his separation from service, under such procedures as established by Company in accordance
with Section 409A of the Code, all payments hereunder that are both treated as deferred compensation as defined in applicable regulations
issued under to Section 409A of the Code (after taking into account any applicable exemptions, including without limitation the
exemption for short-term deferrals as described in United States Treasury Regulation 1.409A-1(b)(4) and the exemption for separation
pay plans described in Unites States Treasury Regulation Section 1.409A-1(b)(9)(iii)) and are payable on account of Executive’s
separation from service (for any reason other than his death) may not commence earlier than the earlier of (i) six (6) months after
the date of Executive’s separation from service or (ii) the date of Executive’s death. Therefore, in the event this provision is
applicable to Executive, any such payment to which the preceding sentence applies that would otherwise be paid to Executive within
the first six (6) months following his separation



 




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from service shall be accumulated
and paid to Executive or his estate in a lump sum on the first regularly scheduled pay date following the first day of the seventh
calendar month that begins following Executive’s separation from service (or, if earlier, upon Executive’s death). All subsequent
distributions shall be paid in the manner otherwise specified in this Agreement. The term “specified employee” shall
have the meaning set forth in Section 409A of the Code and regulations thereunder.


 


		12.4	Each payment of remuneration or benefits paid to Executive or his estate following his separation from service pursuant to
Section 6.3 of this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code and the regulations
thereunder. To the extent that the payment of any remuneration or benefits to Executive pursuant to Section 6.3 of this Agreement
is conditioned on Executive’s execution of a plenary release of all claims, such release must be executed and the applicable revocation
period provided for thereunder must expire (without any revocation of such release) no later than sixty days after Executive’s
separation from service. As soon as practicable after the expiration of the applicable revocation period under the release expires
without any revocation of such release (but no later than March 15 of the calendar year following the calendar year in which Executive’s
separation from service occurred), the Company will promptly pay Executive (or his estate if his has died) any amounts that were
conditioned upon his execution of a complete and general release and which were otherwise due and payable at the time such revocation
period expires.



 


		12.5	To the extent that any expense reimbursement, fringe benefit, in-kind benefit (including any reimbursement
described in Section 6.3 of this Agreement) or any similar benefit to which Executive is entitled pursuant to this Agreement or
pursuant to any other plan or arrangement in which Executive participates during his period of employment or thereafter provides
for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount of expenses eligible
for reimbursement provided to Executive during any calendar year shall not affect the amount of expenses eligible for reimbursement
or in-kind benefits provided to Executive in any other calendar year, (ii) the reimbursements for expenses for which Executive
is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which
the applicable expense is incurred, and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated
or exchanged for any other benefit.



 


		13.	Enforcement. Executive acknowledges that any breach, violation or default by Executive
of any of the representations, duties or obligations imposed upon Executive pursuant to this Agreement may cause Company immediate
and irreparable harm for which Company’s remedies at law (such as money damages) will be inadequate. Company shall have the right,
in addition to any other rights



 




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it may have, to obtain an injunction
to restrain any breach or threatened breach of this Agreement. Should any provision of this Agreement be adjudged to any extent
invalid by any competent tribunal, that provision shall be deemed modified to the extent necessary to make it enforceable. Company
may contact any Person with or for whom Executive works after his employment by Company ends and may send that Person a copy of
this Agreement.


 


		14.	Binding Effect. Executive’s undertakings hereunder shall bind him and his heirs and
legal representatives regardless of (a) the duration of his employment by Company, (b) any change in his title, duties or the nature
of his employment, (c) the reasons for or manner of termination of his employment, (d) the amount of his compensation, or (e) Change
of Control. The duties and responsibilities of Executive to Company are of a personal nature and shall not be assignable or delegatable
in whole or in part by Executive. Company shall have the absolute right to assign all or any part of this Agreement without the
consent of Executive. In the event of any assignment by Company of this Agreement, Company’s assignee shall have the right to enforce
each of the provisions of this Agreement, including without limitation, Sections 4, 5, 7, 9, 11, 12 and 13 of this Agreement and
in such event, as used in this Agreement, “Company” shall include without limitation any assignee or other successor
to its business or assets.



 


		15.	Miscellaneous. This Agreement (a) may be terminated upon one month’s notice if Executive
ceases to be a member of the Board or otherwise pursuant to the terms of Section 6, (b) supersedes all prior understandings, discussions,
negotiations, correspondence and other writings and constitutes the entire understanding between Company and Executive about the
subject matter covered by this Agreement, (c) may be modified or varied only in writing signed by Company and Executive, (d) shall
survive the termination of the employment relationship between Company and Executive, (e) is subject to and contingent and conditioned
upon approval by the Supervisory Board and shall not be binding upon Company unless and until such approval by the Supervisory
Board is given, and (f) shall be governed by Pennsylvania law without giving effect to any conflict of laws provisions, except to
the extent that mandatory rules of German corporate law are controlling.



 


		16.	Jurisdiction. The parties hereto agree that any legal suit, action, or proceeding between
them arising out of or relating to this Agreement shall be brought in the appropriate state or federal court in or for the Pennsylvania
county in which the Company’s principal U.S. office is located or, if none, then Chester County, Pennsylvania and the parties each
waive any defense as to personal jurisdiction therein.



 




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IN WITNESS WHEREOF, and
INTENDING TO BE LEGALLY BOUND HEREBY, the parties to this Agreement have executed this Agreement as of the __ day of December,
2014.


 


	Innocoll
    AG
	 
	/s/
    Jonathan
    Symonds 
	Name: Jonathan
    Symonds
	Title: Chairman
    


 


	Anthony
    P. Zook
	 
	/s/
    Anthony P. Zook
	Anthony P. Zook
     


 






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