Exhibit 10.1


 






OPIANT PHARMACEUTICALS, INC.


 


DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT
(this “Agreement”) by and between Thomas T. Thomas (“Director”) and Opiant Pharmaceuticals, Inc. (“Company”),
with its corporate headquarters at 401 Wilshire Blvd., 12th Floor, Santa Monica, CA 90401, is dated and effective as of November
4, 2016 (the “Appointment Date”).


 


W I T N E S S E T H:


 


WHEREAS, Company wishes
to retain Director to provide certain services to Company as set forth in Paragraph 1 below; and


 


WHEREAS, Director has
agreed to provide the services on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the promises and of the mutual representations, warranties and agreements set forth herein, Director and Company
agree as follows:


 


1.       Duties.
During the Term (as defined in Paragraph 4 below), Director shall provide advisory services to Company as reasonably needed by
Company (e.g. attend at least four (4) in person Board meetings to the extent such are scheduled and be available for Board calls
upon reasonable notice) and serve as a member of the Board of Directors (the “Board”) of Company (the “Duties”).
Director shall serve on committees and as Chair of committees as reasonably determined by the Board. Director agrees to use his
best efforts in connection with performing the Duties under this Agreement. Director acknowledges and agrees that he does not have
the authority to bind Company with respect to any matters, including the execution of agreements, without authorization from a
majority of the Board.


 


2.       Fees.
Director shall be compensated for performing the Duties as follows:


 


The cash compensation shall be
equivalent to $40,000 per annum, paid in $10,000 installments after the end of each calendar quarter during which Director serves,
and pro-rated as appropriate. The Board may consider additional cash compensation, as appropriate.


 


After November 4, 2016, Director
also shall receive stock option compensation equal to 35,000 options of the Company’s common stock, each with a five-year
life. Each option shall be exercisable on a cashless basis at the higher price of: Ten dollars ($10.00) per common share; or, should
Company’s stock closing price be above Ten dollars ($10.00) on November 4, 2016, then the next higher round number above
that stock price. So long as Director remains on the Board, the options shall vest as follows:


 


		-	11,667 options upon the uplisting of Company to The
NASDAQ Stock Market;



 


		-	11,667 options upon the cumulative funding of Company
of or in excess of five million dollars ($5,000,000) by institutional investors starting from the Appointment Date; and



 


		-	11,666 options upon the first submission of a New Drug
Application to the U.S. Food and Drug Administration for one of Company’s products by Company itself or a Company licensee.



 


In the future
the Board may consider additional option compensation, as appropriate.


 


3.       No
Benefits; Taxes; Expenses.


 


(a)       Director
is not an employee of Company and will not be entitled to participate in, or receive any, benefit or right as a Company employee
under any Company employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security
plans, as a result of his entering into this Agreement.


 






     


     


    

 


(b)       Director
shall be responsible for all estimated, withholding, social security, disability, unemployment, self employment and other taxes,
imposed on Director by the federal government or any other domestic or non-domestic, federal, state, or local tax authority.


 


(c)       Company
shall reimburse Director for his reasonable and documented expenses associated with rendering the Duties that are consistent with
the reimbursement policies and procedures of Company.


 


4.       Term
and Termination. The term of this Agreement (the “Term”) shall commence on the Appointment Date and shall terminate
upon Director ceasing to be a member of the Board in accordance with the organizational documents of Company. For clarity, this
Agreement does not guarantee Director that he shall be a member of the Board for any set period of time and that his appointment
to the Board is subject to discretion of Company’s stockholders and Board in accordance with Company’s organizational
documents. Notwithstanding the foregoing, this Agreement may be terminated by Company for “Cause” upon written notice.
“Cause” means (i) Director has willfully breached or willfully neglected his duties and responsibilities as a member
of the Board or a committee, (ii) conviction of or a plea of no contest by Director with respect to a felony occurring on or after
the execution of this Agreement, (iii) material breach of this Agreement by Director, (iv) acts of fraud, dishonesty, misappropriation,
or embezzlement by Director, (v) willful failure by Director to comply with the Board’s reasonable orders or directives consistent
with Director’s position, or (vi) becoming disqualified or prohibited by law from serving as Director of Company; provided,
however, that in the case of any act or failure to act described in clauses (i), (iii), or (v) above, such act or failure to act
will not constitute Cause if, within ten (10) days after notice of such act or failure to act is given to Director by Company,
Director has corrected such act or failure to act (if it is capable of correction). Paragraphs 5 through 15 hereof shall survive
the termination or expiration of this Agreement. 


 


5.       Confidential
Information. During the Term, and at any time thereafter, Director shall not, without the written or electronic consent of
Company’s Chief Executive Officer or the consent of a majority of the Board, disclose to any person, firm or corporation
(except, during the Term, to the extent necessary to perform his duties hereunder) any customer lists, trade secrets, reports,
correspondence, mailing lists, manuals, price lists, Board lists, prospective Board lists, letters, records or any other confidential
information relating to the business of Company or any persons or entities controlling, controlled by or under common control with
Company (“Affiliate”) of Company and shall not, without the written or electronic consent of Company’s Chief
Executive Officer or the consent of a majority of the Board, deliver any oral address or speech or publish, or knowingly permit
to be published, any written matter in any way relating to confidential information regarding the business of Company or any Affiliate.


 


6.       Non-Disparagement.
During the Term and at all times thereafter, Director shall not malign, criticize, or otherwise disparage Company, the Affiliates
or their respective officers or directors.


 


7.       Delivery
of Records and Injunctive Relief.


 


(a)       Upon
the end of the Term or upon termination, Director shall deliver to Company all correspondence, reports, customer lists, office
keys, manuals, advertising brochures, sample contracts, price lists, Board lists, prospective customer lists, mailing lists, letters,
records and any and all other documents pertaining to or containing information relative to the business of Company or shall provide
Company with written certification that all such tangible records of Company has been destroyed.


 


(b)       Director
understands that in the event of a violation of the provisions of this Paragraph 7, Company shall have the right to seek injunctive
relief, in addition to any other existing rights provided herein or by operation of law, without the requirement of posting bond.
The remedies provided in this Paragraph 7 shall be in addition to any legal or equitable remedies existing between Director and
Company, and shall not be construed as a limitation upon, or as alternative or in lieu of, such remedies.


 


8.       Indemnification.
Company shall indemnify Director from any loss, damage, cost or expense (including reasonable attorney’s fees) (“Loss”)
arising from or related to a third party claim, demand, assessment, action, suit or proceeding (“Claim”), including
without limitation, any Claim arising from or related to Director’s services in his capacity as a member of the Board. Notwithstanding
the foregoing, Company shall not be liable for Losses to the extent such Losses are caused by the negligence, recklessness or misconduct
of Director or breach of any of the terms of this Agreement by Director.


 






     


     


    

 


9.         Insurance.
Upon the Board’s determination, Company will procure Directors and Officers insurance providing reasonable coverage to the
Board.


 


10.       Survival.
Notwithstanding anything to the contrary in this Agreement, the parties agree that Director’s obligations under Paragraphs
5, 6, and 7 of this Agreement and Company’s obligations under Paragraph 8 of this Agreement shall continue despite the expiration
of the term of this Agreement or its termination.


 


11.       No
Agency Relationship. This Agreement does not, and shall not be deemed to, make either party hereto the agent or legal representative
of the other for any purpose whatsoever. Neither party shall have the right or authority to assume or create any obligations or
responsibility whatsoever, express or implied, on behalf of or in the name of the other, or to bind the other in any respect whatsoever.


 


12.       Independent
Contractor. In making and performing this Agreement, Director shall act at all times as an independent contractor and nothing
contained in this Agreement shall be construed or implied to create between Director and Company an agency, partnership, or employee-employer
relationship, or to create between Director and Company any other form of legal association or arrangement which imposes liability
upon one party for the act or failure to act of the other party.


 


13.       Assignment.
This Agreement shall be binding upon the parties hereto, the heirs and legal representatives of Director and the successors and
assigns of Company. Director may not assign or otherwise transfer any of his rights or obligations under this Agreement without
the prior written or electronic consent of Company.


 


14.       Notices.
Except as set forth in (b) herein, any notice required, permitted or intended to be given under this Agreement shall be in writing
and shall be deemed to have been given only if delivered personally or sent by registered or certified mail, return receipt requested,
postage prepaid to the appropriate address shown below, or such revised address as is delivered to the other party by the same
means.


 


		(a)	Notices to Company shall be sent to:



 


Opiant
Pharmaceuticals, Inc.


Attn:
Chief Executive Officer





401
Wilshire Blvd., 12th Floor





Santa
Monica, CA 90401


 


		(b)	Notices to Director shall be sent to the most recent
address or email address on file with Company.



 


15.       Entire
Agreement. This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof,
supersedes any and all prior agreements or understandings between the parties and may only be changed by agreement in writing between
the parties.


 


16.       Construction.
This Agreement shall be construed and enforced in accordance with the laws of the State of California, without application of the
principles of conflicts of laws.


 


17.       Counterparts;
Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement may be executed by email of a signed pdf or signed
scanned document, and any signatures contained therein shall be considered original signatures.


 


18.       Severability.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement
shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such
provision and this Agreement enforceable.


 


 






     


     


    

 


IN WITNESS WHEREOF,
and intending to be legally bound, the parties have executed this Agreement the day and year first above written.


 





	 	OPIANT PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By:	/s/ Kevin Pollack
	 	Name:	Kevin Pollack
	 	Title:	Chief Financial Officer
	 	Date:	November 4, 2016
	 	 	 
	 	By:	/s/ Thomas T. Thomas
	 	 	Thomas T. Thomas
	 	Date:	November 4, 2016