Exhibit
10.1


 


PROCESSA
PHARMACEUTICALS INC.


 


EMPLOYMENT
AGREEMENT


 


October
1, 2020


 


This
Employment Agreement is entered into as of the date of the last signature affixed hereto, by and between Processa Pharmaceuticals
Inc., a Delaware corporation (“Processa”), and R. Michael Floyd, (“Employee”).


 


In
consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency
of which is hereby acknowledged, Processa and Employee hereby agree as follows:


 


	 	1.	Position
    of Employment. Processa will employ the Employee in the position of Chief Operations Officer (COO) and, as COO, Employee will
    report to the CEO. Processa retains the right to change Employee’s title, duties, and reporting relationships as may
    be determined to be in the best interests of Processa; provided, however, that any such change in Employee’s duties
    shall be consistent with Employee’s training, experience, and qualifications.
	 	 	 
	 	 	The
    terms and conditions of the Employee’s employment shall, to the extent not addressed or described in this Employment
    Agreement, be governed by Processa’s Policies and Procedures Manual and existing practices. In the event of a conflict
    between this Employment Agreement and the Policies and Procedures Manual or existing practices, the terms of this Agreement
    shall govern.
	 	 	 
	 	2.	Term
    of Employment. Employee’s employment with Processa shall begin on October 1, 2020. This agreement will remain in effect
    for 3 years, after which time the agreement will renew annually, after which time continued employment shall be on an “at
    will” basis, unless:


 


	 	a.	Employee’s
    employment is terminated by either party in accordance with the terms of Section 5 of this Employment Agreement; or
	 	 	 
	 	b.	Such
    term of employment is extended or shortened by a subsequent agreement duly executed by each of the parties to this Employment
    Agreement, in which case such employment shall be subject to the terms and conditions contained in the subsequent written
    agreement.


 




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	 	3.	Compensation
    and Benefits.


 


	 	a.	Base
    Salary. Employee shall receive an annual base salary of $87,500, for a full-time effort, commensurate with other C-Suite Executives
    in Processa, other than the CEO. Any increases in Employee’s Base Salary for years beyond December 31, 2020 shall be
    at the sole discretion of the Processa Board of Directors, and nothing herein shall be deemed to require any such increase.
	 	 	 
	 	b.	Stock
    Options and Restricted Stock Units. Subject to approval by the Processa’s Board of Directors (the “Board”),
    and pursuant to the Processa’s 2017 Stock Plan (the “Plan”), Processa may grant Employee an option to purchase
    shares of Processa’s common stock at the fair market value as determined by the Board as of the date of grant (the “Option”)
    and commensurate with other C-Suite Executives in Processa, other than the CEO. The specifics of the stock options will be
    described in the Stock Option Agreement and Stock Option Award provided to the Employee. Processa may also grant Employee
    Restricted Stock Units of Processa’s common stock commensurate with other C-Suite Executives in Processa, other than
    the CEO. The specifics of the Restricted Stock Units will be described in the Restricted Stock Unit Agreement and Restricted
    Stock Unit Award provided to the Employee.
	 	 	 
	 	c.	Incentive
    and Deferred Compensation. Employee shall be eligible to participate in all incentive and deferred compensation programs available
    to other executives or officers of Processa, such participation to be in the same form, under the same terms, and to the same
    extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall
    be deemed to require the payment of bonuses, awards, or incentive compensation to Employee if such payment would not otherwise
    be required under the terms of Processa’s incentive compensation programs.
	 	 	 
	 	d.	Employee
    Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites in which
    other Processa executive or officers participate, including the Processa Stock Option program. The terms and conditions of
    Employee’s participation in Processa’s employee benefit plans, policies, programs, or perquisites shall be governed
    by the terms of each such plan, policy, or program.


 


	 	4.	Duties
    and Performance. The Employee acknowledges and agrees that he is being offered a position of employment by the Processa with
    the understanding that the Employee possesses a unique set of skills, abilities, and experiences which will benefit Processa,
    and he agrees that his continued employment with Processa, whether during the term of this Employment Agreement or thereafter,
    is contingent upon his successful performance of his duties in his position as noted above, or in such other position to which
    he may be assigned.


 




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	 	a.	General
    Duties.


 


	 	1.	Employee
    shall render to the very best of Employee’s ability, on behalf of the Processa, services to and on behalf of the Processa,
    and shall undertake diligently all duties assigned to him by the Processa.
	 	 	 
	 	2.	Employee
    shall devote his full time, energy and skill to the performance of the services in which Processa is engaged, at such time
    and place as Processa may direct. Employee shall not undertake, either as an owner, director, shareholder, employee or otherwise,
    the performance of services for compensation (actual or expected) for any other entity without the express written consent
    of the Board of Directors.
	 	 	 
	 	3.	Employee
    shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties
    connected with his employment on behalf of Processa.
	 	 	 
	 	4.	Employee
    shall have no authority to enter into any contracts binding upon Processa, or to deliberately create any obligations on the
    part of Processa, except as may be specifically authorized by the Board of Directors of Processa.


 


	 	b.	Specific
    Duties. 


 


	 	1.	Plans,
    coordinates, and oversees all aspects of investor relations, related meetings, and public relations.
	 	 	 
	 	2.	Assists
    the CEO with general operations of the Company.
	 	 	 
	 	3.	Other
    duties as assigned.


 





	 	5.	Termination
    of Employment. Employee’s employment with Processa may be terminated, prior to the expiration of the term of this Employment
    Agreement, in accordance with any of the following provisions:


 


	 	a.	Termination
    by Employee. The Employee may terminate his employment at any time during the course of this agreement by giving 8 weeks’
    notice in writing to the Board of Directors of Processa. During the notice period, Employee must fulfill all his duties and
    responsibilities set forth above and use his best efforts to train and support his replacement, if any. Failure to comply
    with this requirement may result in Termination for Cause described below, but otherwise Employee’s salary and benefits
    will remain unchanged during the notification period.


 




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	 	b.	Termination
    by Employee for Good Reason. The Employee may terminate employment with the Company for Good Reason. “Good Reason”
    shall mean the occurrence without Employee’s written consent, of one or more of the following events: (i) the Company
    reduces Employee’s base salary to a salary not typical of the other C-Suite Executives in Processa, other than the CEO,
    (ii) the Company materially decreases Employee’s responsibilities, (iii) the Company relocates Employee’s principal
    place of work to a location more than fifty (50) miles from the location of Employee’s principal place of work on the
    date of this Agreement, or (iv) the Company materially breaches the terms of this Agreement; provided that no such event shall
    constitute Good Reason hereunder unless (a) Employee shall have given written notice to the Company of Employee’s intent
    to resign for Good Reason within 30 days after Employee becomes aware of the occurrence of any such event (specifying in detail
    the nature and scope of the event), (b) such event or occurrence shall not have been cured within 30 days of the Company’s
    receipt of such notice, (c) any Termination by Employee for Good Reason following such 30 day cure period must occur no later
    than the date that is 30 days following the expiration of such 30 day cure period. Employee’s Termination for Good Reason
    shall be treated as involuntary.
	 	 	 
	 	c.	Termination
    by Processa Without Cause. Processa may terminate Employee’s employment at any time during this agreement by giving
    fifty-two (52) weeks’ notice in writing to the Employee. During the notice period, Employee must fulfill all of Employee’s
    duties and responsibilities set forth above and use Employee’s best efforts to train and support Employee’s replacement,
    if any. Failure of Employee to comply with this requirement may result in Termination for Cause described below, but otherwise
    Employee’s salary and benefits will remain unchanged during the notification period. Processa, may, in its sole discretion,
    give Employee severance pay in the amount of the remaining notice period in lieu of actual employment, and nothing herein
    shall require Processa to maintain employee in active employment for the duration of the notice period.
	 	 	 
	 	d.	Termination
    by Processa For Cause. Processa may, at any time and without notice, terminate the Employee for “cause”. Termination
    by Processa of the Employee for “cause” shall include but not be limited to termination based on any of the following
    grounds: (a) failure to perform the duties of the Employee’s position in a satisfactory manner; (b) fraud, misappropriation,
    embezzlement or acts of similar dishonesty; (c) conviction of a felony involving moral turpitude; (d) illegal use of drugs
    or excessive use of alcohol in the workplace; (e) intentional and willful misconduct that may subject Processa to criminal
    or civil liability; (f) breach of the Employee’s duty of loyalty, including the diversion or usurpation of corporate
    opportunities properly belonging to Processa; (g) willful disregard of Processa policies and procedures; and (h) breach of
    any of the material terms of this Agreement.


 




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	 	e.	Termination
    By Death or Disability. The Employee’s employment and rights to compensation under this Employment Agreement shall terminate
    if the Employee is unable to perform the duties of his position due to death or disability lasting more than 90 days, and
    the Employee’s heirs, beneficiaries, successors, or assigns shall not be entitled to any of the compensation or benefits
    to which Employee is entitled under this Agreement, except: (a) to the extent specifically provided in this Employment Agreement
    (b) to the extent required by law; or (c) to the extent that such benefit plans or policies under which Employee is covered
    provide a benefit to the Employee’s heirs, beneficiaries, successors, or assigns.
	 	 	 
	 	f.	Termination
    of Employment for Good Reason Involving a Change of Control. Employee’s employment with Processa may be terminated in
    the event that a Change in Control occurs which is also a Cash Severance Change in Control (as defined below), and Employee’s
    employment with the Company is terminated by the Company Without Cause at any time within the three (3) month period before
    the date of such Cash Severance Change in Control or during the fifty-two (52) week period following the date of such Cash
    Severance Change in Control, Employee will receive severance as stated in Section 5.c.
	 	 	 
	 	 	For
    purposes of this Section, “Cash Severance Change in Control” shall mean and include:


 


	 	i.	Acquisition
    by any “Person” or “Group” of securities entitled to vote generally in the election of directors (“voting
    securities”) of the Company that represent 50% or more of the combined voting power of the Company’s then outstanding
    voting securities;
	 	ii.	Merger
    or consolidation in which the seller’s shareholders no longer control the surviving entity;
	 	iii.	Sale
    of substantially all assets to an unrelated entity.


 


	 	6.	Confidentiality.
    Employee agrees that at all times during Employee’s employment and following the conclusion of Employee’s employment,
    whether voluntary or involuntary, Employee will hold in strictest confidence and not disclose Confidential Information (as
    defined below) to anyone who is not also an employee of Processa or to any employee of Processa.


 


	 	a.	“Confidential
    Information” shall mean any trade secrets or Processa proprietary information, including but not limited to manufacturing
    techniques, processes, formulas, customer lists, inventions, experimental developments, research projects, operating methods,
    cost, pricing, financial data, business plans and proposals, data and information Processa receives in confidence from any
    other party, or any other secret or confidential matters of Processa. Additionally, Employee will not use any Confidential
    Information for Employee’s own benefit or to the detriment of Processa during Employee’s employment or thereafter.
    Employee also certifies that employment with Processa does not and will not breach any agreement or duty that Employee has
    to anyone concerning confidential information belonging to others.


 




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	 	7.	Expenses.
    Processa shall pay or reimburse Employee for any expenses reasonably incurred by him in furtherance of his duties hereunder,
    including expenses for entertainment, travel, meals and hotel accommodations, upon submission by him of vouchers or receipts
    maintained and provided to Processa in compliance with such rules and policies relating thereto as Processa may from time
    to time adopt.
	 	 	 
	 	8.	General
    Provisions.


 


	 	a.	Notices.
    All notices and other communications required or permitted by this Agreement to be delivered by Processa or Employee to the
    other party shall be delivered in writing to the address shown below, either personally, by facsimile transmission or by registered,
    certified or express mail, return receipt requested, postage prepaid, to the address for such party specified below or to
    such other address as the party may from time to time advise the other party, and shall be deemed given and received as of
    actual personal delivery, on the first business day after the date of delivery shown on any such facsimile transmission or
    upon the date or actual receipt shown on any return receipt if registered, certified or express mail is used, as the case
    may be.


 


Processa
Pharmaceuticals, Inc.:


 


Processa Pharmaceuticals, Inc.


7380 Coca Cola Drive


Suite 106


Hanover, MD 21076


Attn: Wendy Guy


 


Employee:


 


Robert Michael Floyd


5817 Ogden Court


Bethesda, MD 20816


 


	 	b.	Amendments
    and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of
    the parties hereto. This Agreement constitutes the entire agreement of Processa and Employee relating to the subject matter
    hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
	 	 	 
	 	c.	Successors
    and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written
    consent; provided, however, that Processa, without obtaining Employee’s consent, may assign its rights and obligations
    hereunder to a wholly-owned subsidiary and provided further that any post-employment restrictions shall be assignable by Processa
    to any entity which purchases all or substantially all of Processa’s assets.


 




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	 	d.	Severability;
    Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do
    not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement
    invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof
    shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this
    Agreement or of any other application of such provision shall in no way be affected thereby.
	 	 	 
	 	e.	Waiver
    of Rights. No waiver by Processa or Employee of a right or remedy hereunder shall be deemed to be a waiver of any other right
    or remedy or of any subsequent right or remedy of the same kind.
	 	 	 
	 	f.	Definitions;
    Headings; and Number. A term defined in any part of this Employment Agreement shall have the defined meaning wherever such
    term is used herein. The headings contained in this Agreement are for reference purposes only and shall not affect in any
    manner the meaning or interpretation of this Employment Agreement. Where appropriate to the context of this Agreement, use
    of the singular shall be deemed also to refer to the plural, and use of the plural to the singular.
	 	 	 
	 	g.	Counterparts.
    This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken
    together shall constitute but one and the same instrument.
	 	 	 
	 	h.	Governing
    Laws and Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of Maryland. The
    parties hereto further agree that any action brought to enforce any right or obligation under this Agreement shall be subject
    to the exclusive jurisdiction of the courts of Maryland.


 




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