Exhibit 10.7


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made as of July 22, 2022, and entered into by and between EPIEN Medical Inc. (the
“Company”), and Reginald R. Dupre (the “Executive”), each a “Party,” or, collectively,
the “Parties” to be effective as of the date of the consummation of the Company’s initial public offering of
common stock (the “IPO Effective Date”). 


 


WHEREAS, the Company
employed the executive and wishes to continue to employ him on the terms set forth in this Agreement; and


 


WHEREAS, Executive
wishes to remain employed on the terms set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Parties agree as follows:


 


1. Past
Agreements/Employment Term.


 


a) All
past agreements of employment, oral or written, between the Company and Executive, shall, as of the IPO Effective Date, terminate and
be of no further force or effect. For the avoidance of doubt, it is expressly stated that Executive remains entitled to any deferred wages,
salary, bonuses or other cash compensation, any unreimbursed expenses, and any grants of equity or options, to which Executive became
entitled under any past employment agreements or as a result of any past service to the Company.


 


b) The
Company agrees to employ the Executive “at will” pursuant to the terms of this Agreement and the Executive agrees to be so
employed. Nothing in this Agreement is intended to create a promise or representation of continued employment or employment for a fixed
period of time. The period of time between the IPO Effective Date and the termination of the Executive’s employment shall be referred
as the “Term.”


 


2. Position
and Duties. 


 


a) Title.
The Company hereby agrees to continue to employ the Executive to serve as Chief Executive Officer (“CEO”) of the Company.


 


b) Board
Service. During the Term, the Board shall nominate and renominate Executive to be elected to the Company’s Board of Directors
(the “Board”). Executive shall not be required to resign such position after the end of the Term.


 


c) Reporting
Relationships. As CEO of the Company, the Executive shall: (i) report to the Board; and (ii) be responsible for the general management
of the affairs of the Company and shall have all authorities and responsibilities commensurate with the duties, authorities and responsibilities
of persons in similar capacities in similarly sized companies, and such other duties, authorities, and responsibilities as may reasonably
be assigned to the Executive by the Board.


 






     


     


    

 


d) Full-Time
Commitment/Policies. Throughout the Executive’s employment, the Executive shall devote substantially all of his professional
time to the performance of his duties of employment with the Company (except as otherwise provided herein) and shall faithfully and industriously
perform such duties. The Executive will be required to comply with all Company policies as may exist and be in effect from time to time.


 


e) Executive
Representations. The Executive represents and warrants to the Company that he is under no obligation or commitments, whether contractual
or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not
use or disclose, in connection with his employment by the Company, any trade secrets or proprietary information or intellectual property
in which the Executive or any other person has any right, title or interest and that his employment by the Company as contemplated by
this Agreement will not infringe or violate the rights of any other person.


 


3. Compensation
and Benefits.


 


a) Base
Salary. In consideration for his work under the terms of this Agreement, the Company shall pay to the Executive a base salary
at a rate of $350,000.00 (Three Hundred Fifty Thousand Dollars) per year (“Base Salary”) on the last day of each month
of the Term, or more frequently, in accordance with the regular payroll practices of the Company. The Base Salary shall be subject to
such deductions and withholdings as are required by law and otherwise elected by the Executive. If the Term ends other than on the last
day of a month the last salary payment shall be pro-rated based on the number of days in the month that have passed as of the date of
termination.


 


b)
Annual Bonus. Upon the achievement of goals set in the Company’s reasonable discretion, the Company shall pay to the
Executive a cash bonus of $175,000.00 (One Hundred Seventy-five Thousand Dollars) per year payable at the end of the month following the
filing of the Company’s annual report on Form 10-K. The Annual Bonus shall be subject to such deductions and withholdings as are
required by law and otherwise elected by the Executive. The initial Annual Bonus under this Agreement will be prorated from the IPO Effective
Date until December 31, 2022. The goals for the initial Annual Bonus will be as follows: Fifty percent (50%) will be paid if the Company’s
net revenue for 2022 exceeds $2.25 million; fifty percent (50%) will be paid if the Company receives, on or before December 31, 2022,
a third-party post-IPO equity financing, or advance on future sales, equal to or exceeding $5.0 million. Either portion of the Annual
Bonus may be earned upon satisfaction of one of the conditions without the other condition being satisfied.


 


c) IPO
Bonus.  Upon successful completion of the Company’s initial public offering of common stock, the Company shall pay to the
Executive a cash bonus of $50,000.00 (Fifty Thousand Dollars) at the end of the month in which the Company receives notice from the Securities
and Exchange Commission that the Company’s registration statement on Form S-1 was declared effective. The IPO Bonus shall be subject
to such deductions and withholdings as are required by law and otherwise elected by the Executive.


 






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d) Grant
of Stock-Based Compensation Awards. On the IPO Effective Date, the Company, in accord with the Board’s 2022 resolution,
shall grant Executive stock-based compensation awards subject to the terms of the EPIEN Medical, Inc. 2022 Equity Incentive Plan (the
“Equity Plan”) as follows:


 


		●	450,000 Restricted Stock Units will be granted to the Executive. Such restricted stock units will
vest as follows: 150,000 on January 1, 2023; 100,000 on June 30, 2023; 100,000 on December 31, 2023; and 100,000 on December 31, 2024.



 


		●	900,000 Performance-Based Stock Options will be granted to the Executive. Such performance-based
stock options will vest in the amounts and upon the occurrence of the following: 250,000 upon the Company, for the first time, achieving
net income for a calendar year (regardless of what calendar year in which the Company first achieves net income); 300,000 upon the completion
of a third-party post-IPO equity raise of $10 million; and 350,000 upon the completion of a transaction involving the acquisition of another
company or another company’s intellectual property resulting in additional salable products.



 


Executive shall be responsible
for all income taxes imposed as a result of such grants except the Company’s share of FICA taxes.


 


e) Payment
of Deferred Compensation. In addition to all compensation and benefits set forth in this Agreement, Executive shall be entitled
to payment of wages, salaries, bonuses, and any other benefits or payments that Executive has deferred receiving during Executive’s
employment with the Company in accordance with the EPIEN Medical Inc. Deferred Compensation Plan.


 


f) Benefits.
Executive shall be eligible for any fringe benefits offered by the Company on the same terms and conditions as other executives. Under
the Company’s current group health and dental plans, the Company shall pay 80% of premiums for Executive and 50% for spouses and
family members. Group life insurance premiums are currently being paid in full by the Company. The Company reserves the right, in its
sole discretion, to amend or terminate any employee benefit plan in accordance with applicable law.


 


g) Paid
Time Off. Executive shall be entitled to paid vacation days and paid sick days in accordance with the Company’s policies.
Executive shall also be entitled to paid time off on holidays recognized by the Company. The Company shall not pay Executive for accrued
and unused vacation or sick days when Executive’s employment terminates for any reason.


 


h) Board
Service Compensation. Executive shall not be entitled to receive additional compensation for service on the Board or on the board
of directors of any parent or affiliate of the Company.


 


4. Termination
of Employment. 


 


a) Notice
of Termination. A party may terminate Executive’s employment by giving written notice of such termination in accordance
with the notice provisions of this Agreement. Termination will become effective upon a party’s receipt of notice of termination.


 






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b) Termination/
Severance Plan. In the event the Executive’s employment terminates for any reason, then: (i) the Company shall pay
to the Executive the Base Salary earned through the date of termination; (ii) the Company shall reimburse the Executive for any expenses
incurred through the date of termination for which the Executive is entitled to reimbursement; (iii) the Executive’s rights under
any benefit plans, programs, or arrangements of the Company shall be determined in accordance with the provisions thereof; and (iv) the
stock-based compensation grants shall be governed by the terms of the Equity Plan. The items in subparagraphs (i) – (iv) are referred
to hereinafter as the “Accrued Amounts.” If Executive’s termination is a “Qualifying Termination”
as that term is defined in the EPIEN Medical Inc. Executive Severance Plan (the “Severance Plan”), the Executive shall
be entitled to those benefits provided by the Severance Plan in accordance with Severance Plan’s requirements, which will include
the execution of a General Release as described in the Severance Plan.


 


5. Business
Expenses. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Executive
shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business expenses
incurred and paid by the Executive during the Term and in connection with the performance of the Executive’s duties hereunder. To
the extent the Executive is provided with the use of the Company’s credit or charge card for purposes of business expenses, such
credit or charge card shall not be used to incur any personal (non-business-related) expenses; any personal expenses inadvertently charged
to such card shall be reimbursed immediately by the Executive to the Company.


 


6. Confidentiality
and Intellectual Property.


 


a) Confidential
Information. The Executive acknowledges that the Executive will occupy a position of trust and confidence. The Company, from time
to time, may disclose to the Executive, and the Executive will require access to and may generate confidential and proprietary information
(no matter how created or stored) concerning the business practices, products, services, and operations of the Company which is not known
to its competitors or within its industry generally and which is of great competitive value to it, including, but not limited to: (i)
Trade Secrets, inventions, mask works, ideas, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models,
processes, formulae, source and object codes, data, software, programs, other works of authorship, know-how, improvements, discoveries,
developments, designs and techniques; (ii) information regarding research, development, products, marketing plans, market research and
forecasts, bids, proposals, quotes, business plans, budgets, financial information and projections, overhead costs, profit margins, pricing
policies and practices, accounts, processes, planned collaborations or alliances, licenses, suppliers and customers; (iii) operational
information including deployment plans, means and methods of performing services, operational needs information, and operational policies
and practices; and (iv) any information obtained by the Company from any third party that the Company treats or agrees to treat as confidential
or proprietary information of the third party (collectively, “Confidential Information”). The Executive acknowledges
and agrees that Confidential Information includes Confidential Information disclosed to the Executive prior to entering into this Agreement.


 


b) Trade
Secrets. “Trade Secrets” means any information, including any data, plan, drawing, specification, pattern,
procedure, method, computer data, system, program or design, device, list, tool, or compilation, that relates to the present or planned
business of the Company and which: (i) derives economic value, actual or potential, from not being generally known to, and not readily
ascertainable by proper means to, other persons who can obtain economic value from their disclosure or use; and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent
with a definition of “trade secret” under applicable law, the latter definition shall control.


 






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c) Restrictions
On Use and Disclosure of Confidential Information. The Executive recognizes that the Company’s business interests require
the full protection of its Confidential Information. The Executive agrees during his employment and after his employment ends, the Executive
will hold the Confidential Information in strict confidence and will neither use the information nor disclose it to anyone, except to
the extent necessary to carry out the Executive’s responsibilities as an employee of the Company or as specifically authorized in
writing by a duly authorized officer of the Company. The Parties agree that the restrictions in this Section will not apply to any portion
of the Confidential Information which: (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known
to the public subsequent to disclosure to the Executive through no wrongful act of the Executive; or (iii) the Executive is required to
disclose by applicable law, regulation or legal process (provided, if permitted, that the Executive provides the Company with prior notice
of the contemplated disclosure and cooperates with the Company at its expense in seeking to protect such information). Nothing in this
Agreement shall be deemed to prohibit the Executive from disclosing any concerns about suspected unlawful conduct to any proper government
authority subject to proper jurisdiction. This provision shall survive the termination of the Executive’s employment for so long
as the Company maintains the secrecy of the Confidential Information and the Confidential Information has competitive value; and to the
extent such information is otherwise protected by statute for a longer period, for example and not by way of limitation, the Defend Trade
Secrets Act of 2016 (“DTSA”), then until such information ceases to have statutory protection.


 


d) Defend
Trade Secrets Act. Misappropriation of a Trade Secret of the Company in breach of this Agreement may subject the Executive to
liability under the DTSA, entitle the Company to injunctive relief, and require the Executive to pay compensatory damages, double damages,
and attorneys’ fees to the Company. Notwithstanding any other provision of this Agreement, the Executive hereby is notified in accordance
with the DTSA that the Executive will not be held criminally or civilly liable under a federal or state law for the disclosure of a trade
secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney,
and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal. If the Executive files a lawsuit for retaliation by the Company for
reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade
secret information in the court proceeding, provided that the Executive must file any document containing the trade secret under seal,
and must not disclose the trade secret, except pursuant to court order. 


 


e) Ownership
of Inventions. All ideas, data, deliverables, reports, work products, innovations, improvements, know-how, inventions, designs,
developments, techniques, methods and other results of the Executive’s employment with the Company (in draft and final forms), and
all related documentation (such as, but not limited to, notes, records, documents, drawings, and designs), which the Executive makes,
conceives, reduces to practice, or develops in whole or in part, either alone or jointly with others, in connection with his services
to the Company or which relate to any Confidential Information (collectively, the “Inventions”) will be the sole and
exclusive property of the Company , and will be considered “works made for hire” pursuant to the United States Copyright
Act (17 U.S.C. Section 101). The Executive hereby assigns to the Company or its designees all of the Executive’s right, title and
interest in and to all of the foregoing without compensation. To the extent the Executive has any “moral rights” in the Inventions
which are not assignable by law, the Executive hereby waives any such moral rights relating to the Inventions, including any and all rights
of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. The
Executive further represents that, to the best of the Executive’s knowledge and belief, none of the Inventions that the Executive
creates will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against
or violate any other rights of any person, firm or corporation, and that the Executive will use the Executive’s commercially reasonable
efforts to prevent any such violation.


 






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7. Covenants
Not To Solicit or Compete.


 


a) Non-Solicitation
of Personnel. During the Executive’s employment with the Company and for a period of six (6) months following the termination
of the Executive’s employment (the “Restricted Period”), the Executive shall not, directly or indirectly, solicit,
induce, recruit or encourage any Protected Personnel of the Company to leave their employment, or end their engagement with the Company,
to provide services for the Executive or any other person, business, or organization. “Protected Personnel” means:
(i) any person currently employed or engaged as an independent contractor by the Company; and (ii) any former employee or independent
contractor of the Company, for a period of three (3) months after termination of such employee’s employment, or independent contractor’s
engagement, with the Company.


 


b) Non-Competition.
During the Term, and during the Restricted Period, Executive shall not, anywhere within the United States, either as principal, agent,
employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, own (more than 5%),
manage, finance, operate, control or otherwise engage or participate in any manner or fashion in any business engaged
in the same or similar business as the Company, including those engaged in the business of developing, selling, distributing, or marketing
wound disinfection or wound care products, dental care products, or veterinary medicine. 


 


8. Survival
of Provisions. The obligations contained in Sections 7, 8, 9, and 10 shall survive the termination of the Executive’s employment
with the Company and shall be fully enforceable thereafter.


 


9. Return
of Property. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior
thereto at the Company’s request), the Executive shall return all property belonging to the Company and not retain any copies, including,
but not limited to, any keys, access cards, badges, laptops, computers, cell phones, wireless electronic mail devices, USB drives, other
equipment, documents, reports, files, and other property provided by or belonging to the Company or the Company.


 


10. Non-Disparagement.
During the Executive’s employment and following termination of employment for whatever reason, the Executive shall not, directly
or indirectly, make or publish denigrating or derogatory remarks, comments, or statements (whether written or oral) in any forum or through
any medium of communication regarding the Company, its services, or any of its owners, managers, officers, employees, or consultants.
Notwithstanding the foregoing, nothing in this section shall or shall be deemed to prevent or impair the Executive from making truthful
statements in any legal or administrative proceeding or from otherwise complying with legal requirements.


 


11. Notices.
For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been given when delivered by email with return receipt requested, upon the obtaining of a valid return receipt
from the recipient, by hand or mailed by nationally recognized overnight delivery service, addressed to the Parties’ addresses specified
below or to such other address as any Party may have furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt:


 


To the Company:


 


EPIEN Medical Inc.


Attn: David Ufheil, Chief Financial
Officer


600 Highway 169, Suite 820


St. Louis Park, MN 55426


 






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With a copy (which
shall not constitute notice) to:


 


Matthew Gray, Esq.


Ellenoff Grossman
& Schole LLP


1345 Avenue of the
Americas


New York, NY 10105


Email: mgray@egsllp.com


 


To the Executive:


 


Mr. Reginald R. Dupre


At the address of Executive’s
most recent Form W-4 and at any email address Executive has provided to the Company.


 


12. Tax
Matters.


 


a) Withholding.
The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.


 


b) Code
Section 409A. The payments described in this Agreement are intended either to comply with the requirements of Code Section 409A,
to the extent they are subject to Code Section 409A, or to be exempt from such requirements, regulations and guidance (where an exemption
is available), and will be construed accordingly. Notwithstanding any other provision of this Agreement, the Parties agree that the Company
has the right, to the extent the Company deems necessary or advisable, in its sole discretion, to unilaterally amend this Agreement to
ensure that the payments hereunder comply with Section 409A. The Company is not responsible for, and makes no representation or warranty
whatsoever in connection with the tax treatment hereunder, and the Executive should consult his own tax advisor, including without limitation
the applicability of Code Section 409A as to the tax effect of amounts payable to the Executive under this Agreement. In any case, the
Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive
in connection with this Agreement (including any taxes and penalties under Code Section 409A), and neither the Company nor any of its
affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all of such taxes or penalties.


 


13. Assignment.
The Executive may not assign any part of the Executive’s rights or obligations under this Agreement. The Executive agrees and hereby
consents that the Company may assign this Agreement to a third party that acquires or succeeds to the Company’s business, that the
provisions hereof are enforceable against the Executive by such assignee or successor in interest, and that this Agreement shall become
an obligation of, inure to the benefit of, and be assigned to, any legal successor or successors to the Company.


 


14. Headings.
Titles or captions of sections or paragraphs contained in this Agreement are intended solely for the convenience of reference, and shall
not serve to define, limit, extend, modify, or describe the scope of this Agreement or the meaning of any provision hereof. The language
used in this Agreement is deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction
will be applied against any person.


 






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15. Severability.
The provisions of this Agreement are severable. The unenforceability or invalidity of any provision or portion of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement, it being intended that all
rights and obligations of the Parties hereunder shall be enforceable to the full extent permitted by applicable law.


 


16. Governing
Law; Venue. This Agreement, the rights and obligations of the Parties hereto, and any claims or disputes relating thereto, shall
be governed by and construed in accordance with the laws of the State of Minnesota (without regard to its conflicts of laws provisions).
Except as provided in Section 17 (Arbitration) of this Agreement, the Parties consent to the personal jurisdiction of the State of Minnesota
and further agree to the exclusive jurisdiction of the courts of the State of Minnesota, County of Ramsey and the United States District
Court for the District of Minnesota, as applicable, in connection with, or incident to, any dispute, claim, case, controversy or matter
arising out of or relating to Executive’s employment or this Agreement, to the exclusion of the courts of any other state, territory
or country. The Parties knowingly, willingly, and voluntarily, WAIVE ALL RIGHT TO TRIAL BY JURY in any such proceedings.


 


17. Arbitration.
Any dispute, controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation, or because
of an alleged breach, default, or misrepresentation in connection with any of its provisions, and Employee’s employment with the
Company, including any alleged violation of statute, common law or public policy shall be submitted to final and binding arbitration before
the American Arbitration Association (“AAA”) to be held in Minneapolis, Minnesota, before a single arbitrator, in accordance
with then-current AAA Employment Arbitration Rules. The arbitrator shall issue a written opinion stating the essential findings and conclusions
on which the arbitrator’s award is based. Employer will pay the arbitrator’s fees and arbitration expenses and any other costs unique
to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorney’s fees and other expenses
to the same extent as if the matter were being heard in court). If, however, any party prevails on a statutory claim that affords the
prevailing party attorneys’ fees and costs, then the arbitrator may award reasonable attorneys’ fees and costs to the prevailing
party. Any dispute as to who is a prevailing party and/or the reasonableness of any fee or costs shall be resolved by the arbitrator.


 


/s/RD  By
initialing here, Executive acknowledges he has read this paragraph and agrees with the arbitration provision herein.


 


18. Waiver;
Modification. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by the Executive and a duly authorized officer of the Company. No waiver by either Party hereto at
any time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed
by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time.


 


19. Recitals;
Entire Agreement. The Recitals are hereby incorporated into this Agreement. This Agreement sets forth the entire agreement of
the Parties with respect to the subject matter contained herein and supersedes any and all prior agreements or understandings between
the Executive and the Company with respect to the subject matter hereof. No agreements, inducements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by either Party which are not expressly set forth in this
Agreement and the Transfer Agreement.


 


20. Counterparts.
This Agreement may be executed in counterparts, and each executed counterpart shall have the efficacy of a signed original and may be
transmitted by facsimile or email. Each copy, facsimile copy, or emailed copy of any such signed counterpart may be used in lieu of the
original for any purpose.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the
Parties hereto have executed this Executive Employment Agreement effective as of the date first written above.


 


	EPIEN MEDICAL, INC.
	 	 	 
	By:	/s/ Reginald R. Dupre	 	/s/ Dave Ufheil
	Name:	Reginald R. Dupre		Dave Ufheil
	Title:	CEO		CFO



 


	EXECUTIVE	 
	 	 
	/s/ Reginald R. Dupre	 
	Reginald R. Dupre	 



 


 


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