Exhibit 10.38


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


This Amendment (this
“Amendment”) dated as of the 12th day of February, 2021 amends the Employment Agreement, dated July
31, 2018 (the “Agreement”), by and between Adial Pharmaceuticals, Inc. (the “Company”), and
Joseph Truluck (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned
in the Agreement.  


 


WHEREAS, the
Company and the Executive desire to amend the Agreement as set forth below.


 


NOW THEREFORE,
for the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to amend the Agreement as follows:


 


1. Term of Employment.
Section 1.16 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


“1.16. “Term of
Employment” means the period commencing on the date hereof and ending on March 31, 2026.”


 


2. Reporting;
Outside Activities. The first sentence of Section 2.3 of the Agreement is hereby amended to read:


 


“During the Term of Employment,
the Executive shall report to the Chief Executive Officer, and the Executive shall diligently and conscientiously devote the Executive’s
business time, attention, energy, skill and best efforts as necessary, but in no event less than seventy-five percent (75%) of
his business time, to the business and affairs of the Company Group.”


 


3. Annual Salary.
The first sentence of Section 3.1 of the Agreement is hereby amended to read:


 


“During the Term of Employment,
the Executive shall initially receive an initial base salary per annum of Two-hundred sixty thousand ($260,000) Dollars, payable
in cash in accordance with the Company’s normal payroll practices as in effect from time to time.”


 


4. Annual Bonus.
The first sentence of Section 3.2 of the Agreement is hereby deleted in its entirety and replaced with the following:


 


“During the Term of Employment,
the Executive shall be eligible to earn an annual performance bonus based on the achievement of the performance goals established
by the Board or a committee thereof in its sole discretion, with an annual target bonus opportunity of twenty-five percent (25%)
of the Base Salary and the potential to earn a higher bonus for above target performance, with the amount of any such bonus to
be determined in the sole discretion of the Board or a committee thereof, in any case, excluding the Executive (the “Annual
Bonus”).”


 


5. No Other Amendments;
Confirmation. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this
Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.


 


6. Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together
shall constitute one and the same instrument.


 


7. Choice of
Law. This Amendment shall be construed and interpreted in accordance with the internal laws of the State of Delaware without
regard to its conflict of laws principles.


 


[Signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the day and year first written above.


 


	 	Company:
	 	 	 
	 	ADIAL PHARMACEUTICALS, INC.
	 	 	 
	 	By:  	/s/ William B. Stilley,
    III
	 	Name: 	William B. Stilley, III
	 	Title:	Chief Executive Officer
	 	 	 
	 	Executive:  
	 	 	 
	 	/s/ Joseph Truluck
	 	JOSEPH TRULUCK