EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”), entered into on February 22, 2019 with the commencement of
employment to begin as of February 25, 2019 (the “Commencement Date”), is by and between MATINAS BIOPHARMA
HOLDINGS, INC., a Delaware corporation (the “Company”) and James J. Ferguson III, MD, FACC, FAHA (the “Executive”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company desires to employ the Executive as its Chief Medical Officer and the Executive desires to accept such employment,
on the terms and conditions set forth in this Agreement; and


 


WHEREAS,
the Company and the Executive have mutually agreed that, as of the Commencement Date, this Agreement shall govern the terms of
employment between the Executive and the Company.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:


 


ARTICLE
1





Employment;TERM
OF AGREEMENT


 


Section
1.1. Employment and Acceptance. During the Term (as defined in Section 1.2), the Company shall employ the Executive,
and the Executive shall accept such employment and serve the Company, in each case, subject to the terms and conditions of this
Agreement.


 


Section
1.2. Term. The employment relationship hereunder shall be for the period commencing on the Commencement Date and continue
until it is terminated by either the Company or the Executive in accordance with ARTICLE 4 (the “Term”).
In the event that the Executive’s employment with the Company terminates, the Company’s obligation to continue to
pay, after the Termination Date (as defined in Section 4.2(b)), Base Salary (as defined in Section 3.1(a)), Annual
Bonus (as defined in Section 3.1(b)) and other unaccrued benefits shall terminate, except as may be provided for in ARTICLE
4.


 


ARTICLE
2





TITLE;
DUTIES AND OBLIGATIONS; LOCATION


 


Section
2.1. Title. The Company shall employ the Executive to render exclusive and full-time services to the Company. The Executive
shall serve in the capacity of Chief Medical Officer.


 


Section
2.2. Duties. The Executive shall report to the Company’s Chief Executive Officer (“CEO”). The
Executive agrees to perform to the best of his ability, experience and talent those acts and duties, consistent with his position
as the CEO shall from time to time direct. During the Term, the Executive also shall serve in such other executive-level positions
or capacities as may, from time to time, be reasonably requested by the Company including, without limitation (subject to election,
appointment, re-election or re-appointment, as applicable) as (a) an officer of any of the Company’s subsidiaries or other
Affiliates, and/or (b) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case,
for no additional compensation. As used in this Agreement, “Affiliate” of any individual or entity means any
other individual or entity that directly or individual controls, is controlled by, or is under common control with, the individual
or entity.


 




    	 	 	 



    	 



    

 


Section
2.3. Compliance with Policies, etc. During the Term, the Executive shall be bound by, and comply fully with, all of the
Company’s policies and procedures for employees and officers in place from time to time, including, but not limited to,
all terms and conditions set forth in the Company’s employee handbook, compliance manual, codes of conduct and any other
memoranda and communications applicable to the Executive pertaining to the policies, procedures, rules and regulations, as currently
in effect and as may be amended from time to time. These policies and procedures include, among other things and without limitation,
the Executive’s obligations to comply with the Company’s rules regarding confidential and proprietary information
and trade secrets.


 


Section
2.4. Time Commitment. During the Term, the Executive shall use his best efforts to promote the interests of the Company
(including its subsidiaries and other Affiliates) and shall devote all of his business time, ability and attention to the performance
of his duties for the Company and shall not, directly or indirectly, render any services to any other person or organization,
whether for compensation or otherwise, except with the Board’s prior written consent or as specified on Exhibit C of the
Covenants Agreement (as defined in Section 5.1), provided that the foregoing shall not prevent the Executive from (i) participating
in charitable, civic, educational, professional, community or industry affairs, or (ii) managing the Executive’s passive
personal investments, so long as, in each case, such activities individually or in the aggregate do not materially interfere or
conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict (in each case, as determined
by the Board).


 


Section
2.5. Location. The Executive’s principal place of business for the performance of his duties under this Agreement
shall be at the principal executive office of the Company, currently located in Bedminster, NJ. Notwithstanding, the foregoing,
the Executive shall be required to travel as necessary to perform his duties hereunder.


 


ARTICLE
3





COMPENSATION
AND BENEFITS; EXPENSES


 


Section
3.1. Compensation and Benefits. For all services rendered by the Executive in any capacity during the Term (including,
without limitation, serving as an officer, director or member of any committee of the Company or any of its subsidiaries or other
Affiliates), the Executive shall be compensated as follows (subject, in each case, to the provisions of Article
4 below):


 




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(a)
Base Salary. The Company shall pay the Executive a base salary (the “Base Salary”) at the annualized rate of
$375,000, which shall be subject to customary withholdings and authorized deductions and be payable in equal installments in accordance
with the Company’s customary payroll practices in place from time to time. The Executive’s Base Salary shall be subject
to periodic adjustments as the Board and/or the Compensation Committee of the Board (the “Compensation Committee”)
shall in its/their discretion deem appropriate. As used in this Agreement, the term “Base Salary” shall refer to Base
Salary as may be adjusted from time to time.


 


(b)
Signing Bonus. The Company agrees to pay the Executive a signing bonus of $50,000, payable within thirty days following
the Effective Date.


 


(c)
Annual Bonus. For each calendar year ending during the Term, the Executive shall be eligible to receive an annual bonus
(the “Annual Bonus”) with a target amount equal to thirty-five percent (35%) of the Base Salary earned by the
Executive for such calendar year (the “Target Annual Bonus”). The actual amount of each Annual Bonus will be
based upon the level of achievement of the Company’s corporate objectives and the Executive’s individual objectives,
in each case, as established by the Board or the Compensation Committee for the calendar year with respect to which such Annual
Bonus relates. The determination of the level of achievement of the corporate objectives and the Executive’s individual
performance objectives for a year shall be made by the Board or the Compensation Committee Committee, in its sole discretion.
Each Annual Bonus for a calendar year, to the extent earned, will be paid in a lump sum in the following calendar year, within
the first 75 days of such following year. The Annual Bonus shall not be deemed earned until the date that it is paid. Accordingly,
in order for the Executive to receive an Annual Bonus, the Executive must be actively employed by the Company at the time of such
payment.


 


(c)
Equity Compensation. Subject to the approval of the Board, the Company will recommend a grant to the Executive of options
to purchase up to 350,000 shares of the Company’s common stock pursuant to the Company’s 2013 Equity Compensation
Plan, as amended and restated (the “2013 Plan”), on the terms and conditions determined by the Compensation
Committee (the “Option”). The Option shall vest over four (4) years as follows: 25% of the shares subject to
the Option shall vest on the one-year anniversary of the Commencement Date, and the remaining 75% of the shares subject to the
Option will vest in equal monthly installments over the following thirty-six (36) months. During the Term, subject to the terms
and conditions established within the 2013 Plan or any successor equity compensation plan as may be in place from time to time
and separate Award Agreements (as defined in the 2013 Plan), the Executive also shall be eligible to receive from time to time
additional Stock Options, Stock Unit Awards, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards
and/or Other Stock-Based Awards (as such capitalized terms are defined in the 2013 Plan), in amounts, if any, to be approved by
the Board or the Compensation Committee in its discretion.


 


(d)
Benefit Plans. The Executive shall be entitled to participate in all employee benefit plans and programs (excluding severance
plans, if any) generally made available by the Company to senior executives of the Company, to the extent permissible under the
general terms and provisions of such plans or programs and in accordance with the provisions thereof. The Company may amend, modify
or rescind any employee benefit plan or program and/or change employee contribution amounts to benefit costs without notice in
its discretion.


 




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(e)
Paid Vacation. The Executive shall be entitled to paid vacation days in accordance with the Company’s vacation policies
in effect from time to time for its executive team; provided, however, that the Executive shall be entitled to no less than fifteen
(15) paid vacation days per calendar year during the Term.


 


Section
3.2. Expense Reimbursement. The Company shall reimburse the Executive during the Term, in accordance with the Company’s
expense reimbursement policies in place from time, for all reasonable out-of-pocket business expenses incurred by the Executive
in the performance of his duties hereunder. In order to receive such reimbursement, the Executive shall furnish to the Company
documentary evidence of each such expense in the form required to comply with the Company’s policies in place from time
to time.


 


ARTICLE
4





TERMINATION
OF EMPLOYMENT


 


Section
4.1. Termination Without Cause or Resignation for Good Reason.


 


(a)
The Company may terminate the Executive’s employment hereunder at any time without Cause (other than by reason of death
or Disability) upon five (5) days prior written notice to the Executive. Executive may terminate his employment hereunder for
Good Reason upon written notice to the Company in accordance with the provisions set forth in Section 4.1(c).


 


(b)
As used in this Agreement, “Cause” means: (i) a material act, or act of fraud, committed by the Executive that
is intended to result in the Executive’s personal enrichment to the detriment or at the expense of the Company or any of
its Affiliates; (ii) the Executive is convicted of a felony; (iii) gross negligence or willful misconduct by the Executive, or
failure by the Executive to perform the duties or obligations reasonably assigned to the Executive by the Board or the CEO from
time to time, which is not cured upon ten (10) days prior written notice (unless such negligence, misconduct or failure is not
susceptible to cure, as determined in the reasonable discretion of the Board); or (iv) the Executive violates the Covenants Agreement
(as defined in Section 5.1 below).


 


(c)
As used in this Agreement, “Good Reason” means the occurrence of any of the following: (1) a material breach
by the Company of the terms of this Agreement; (2) a material reduction in the Executive’s Base Salary; or (3) a material
change in the geographic location at which the Executive performs services for the Company; provided, however, that the Executive
must notify the Company within ninety (90) days of the occurrence of any of the foregoing conditions that he considers it to be
a “Good Reason” condition and provide the Company with at least thirty (30) days in which to cure the condition. If
the Executive fails to provide this notice and cure period prior to his resignation, or resigns more than six (6) months after
the initial existence of the condition, his resignation will not be deemed to be for “Good Reason.”


 


(d)
If the Executive’s employment is terminated pursuant to Section 4.1(a), the Executive shall, in full discharge of
all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation to the
Executive under this Agreement or otherwise shall be to pay or provide to the Executive, the following:


 




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(i)
the Accrued Obligations (as defined in Section 4.2(b));


 


(ii)
accelerated vesting of fifty percent (50%) of all of the Executive’s outstanding stock options, restricted stock and other
equity incentive awards; and


 


(iii)
subject to Section 4.4 and Section 4.5:


 


(A)
payments equal to twelve (12) months of the Executive’s Base Salary (at the rate in effect immediately prior to the Termination
Date) (less applicable withholdings and authorized deductions), to be paid in equal installments bimonthly in accordance with
the Company’s customary payroll practices, commencing sixty (60) days following the Termination Date (the “Severance
Payments”); and


 


(B)
if the Executive then participates in the Company’s medical and/or dental plans and the Executive timely elects to continue
and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
the Company will pay monthly, on the Executive’s behalf, a portion of the cost of such coverage for the twelve (12) months
after the Termination Date, which payments will be equal to the amount of the monthly premium for such coverage, less the amount
that the Executive would have been required to pay if the Executive had remained an active employee of the Company (the “COBRA
Assistance”); provided, however, that if and to the extent that the Company may not provide such COBRA Assistance
without incurring tax penalties or violating any requirement of the law, the Company shall use its commercially reasonable best
efforts to provide substantially similar assistance in an alternative manner provided that the cost of doing so does not exceed
the cost that the Company would have incurred had the COBRA Assistance been provided in the manner described above or cause a
violation of Section 409A (as defined in Section 5.16).


 


Section
4.2. Termination for Cause; Voluntary Termination.


 


(a)
The Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive.
The Executive may voluntarily terminate his employment hereunder at any time without Good Reason upon sixty (60) days prior written
notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive,
to accept the Executive’s notice of resignation and to accelerate such notice and make the Executive’s resignation
effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate.
It is understood and agreed that the Company’s election to accelerate Executive’s notice of resignation shall not
be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute
Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise.


 


(b)
If the Executive’s employment is terminated pursuant to Section 4.2(a), the Executive shall, in full discharge of
all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under
this Agreement or otherwise shall be to pay or provide to the Executive, the following (collectively, the “Accrued Obligations”):


 




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(i)
the Executive’s earned, but unpaid, Base Salary through the final date of the Executive’s employment by the Company
(the “Termination Date”), payable in accordance with the Company’s standard payroll practices;


 


(ii)
the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies);


 


(iii)
expenses reimbursable under Section 3.2 above incurred on or prior to the Termination Date but not yet reimbursed; and


 


(iv)
any amounts or benefits that are vested amounts or vested benefits or that the Executive is otherwise entitled to receive under
any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in
accordance with such plan, program, policy, or practice.


 


Section
4.3. Termination Resulting from Death or Disability.


 


(a)
As the result of any Disability suffered by the Executive, the Company may, upon five (5) days prior notice to the Executive,
terminate the Executive’s employment under this Agreement. The Executive’s employment shall automatically terminate
upon his death.


 


(b)
“Disability” means a determination by the Company in accordance with applicable law that as a result of a physical
or mental injury or illness, the Executive is unable to perform the essential functions of his job with or without reasonable
accommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred twenty (120) days during any twelve (12) month
period.


 


(c)
If the Executive’s employment is terminated pursuant to Section 4.3(a), the Executive or the Executive’s estate,
as the case may be, shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall
be to pay or provide to the Executive or the Executive’s estate, as the case may be, the Accrued Obligations.


 


Section
4.4. Release Agreement. In order to receive the Severance Payments or the COBRA Assistance set forth in Section 4.1
(if eligible), the Executive must timely execute (and not revoke) a separation agreement and general release (the “Release
Agreement”) in a form as is determined to be necessary by the Company in its discretion. If the Executive is eligible
for Severance Payments and COBRA Assistance pursuant to Section 4.1, the Company will deliver the Release Agreement to
the Executive within seven (7) calendar days following the Termination Date. The Severance Payments and COBRA Assistance are subject
to the Executive’s execution of such Release Agreement within 21 days of the Executive’s receipt of the Release Agreement
and the Executive’s non-revocation of such Release Agreement.


 


Section
4.5. Post-Termination Breach. Notwithstanding anything to the contrary contained in this Agreement, the Company’s
obligations to provide the Severance Payments and the COBRA Assistance will immediately cease if the Executive breaches any of
the provisions of the Covenants Agreement, the Release Agreement or any other agreement the Executive has with the Company.


 




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Section
4.6. Removal from any Boards and Position. If the Executive’s employment is terminated for any reason under this
Agreement, he shall be deemed (without further action, deed or notice) to resign (i) if a member, from the Board or board of directors
(or similar governing body) of any Affiliate of the Company or any other board to which he has been appointed or nominated by
or on behalf of the Company and (ii) from all other positions with the Company or any subsidiary or other Affiliate of the Company,
including, but not limited to, as an officer of the Company and any of its subsidiaries or other Affiliates.


 


ARTICLE
5





GENERAL
PROVISIONS


 


Section
5.1. Company Non-Disclosure and Invention Assignment Agreement. The Executive agrees to sign and be bound by the Company’s
Non-Disclosure and Invention Assignment Agreement signed contemporaneously with this Agreement (the “Covenants Agreement”),
the terms of which are incorporated herein by reference. The Covenants Agreement shall survive the termination of this Agreement
and the Executive’s employment by the Company for the applicable period(s) set forth therein.


 


Section
5.2. Expenses. Each of the Company and the Executive shall bear its/his own costs, fees and expenses in connection with
the negotiation, preparation and execution of this Agreement.


 


Section
5.3. Entire Agreement. This Agreement and the Covenants Agreement contain the entire agreement of the parties hereto with
respect to the terms and conditions of the Executive’s employment during the Term and activities following termination of
this Agreement and the Executive’s employment with the Company and supersede any and all prior agreements and understandings,
whether written or oral, between the parties hereto with respect to the subject matter of this Agreement or the Covenants Agreement.
Each party hereto acknowledges that no representations, inducements, promises or agreements, whether oral or in writing, have
been made by any party, or on behalf of any party, which are not embodied herein or in the Covenants Agreement. The Executive
acknowledges and agrees that the Company has fully satisfied, and has no further, obligations to the Executive arising under,
or relating to, any other employment or consulting arrangement or understanding (including, without limitation, any claims for
compensation or benefits of any kind) or otherwise. No agreement, promise or statement not contained in this Agreement or the
Covenants Agreement shall be valid and binding, unless agreed to in writing and signed by the parties sought to be bound thereby.


 


Section
5.4. No Other Contracts. The Executive represents and warrants to the Company that neither the execution and delivery of
this Agreement by the Executive nor the performance by the Executive of the Executive’s obligations hereunder, shall constitute
a default under or a breach of the terms of any other agreement, contract or other arrangement, whether written or oral, to which
the Executive is a party or by which the Executive is bound, nor shall the execution and delivery of this Agreement by the Executive
nor the performance by the Executive of his duties and obligations hereunder give rise to any claim or charge against either the
Executive, the Company or any Affiliate, based upon any other contract or other arrangement, whether written or oral, to which
the Executive is a party or by which the Executive is bound. The Executive further represents and warrants to the Company that
he is not a party to or subject to any restrictive covenants, legal restrictions or other agreement, contract or arrangement,
whether written or oral, in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Executive’s
ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation
agreements or confidentiality agreements. The Executive shall defend, indemnify and hold the Company harmless from and against
all claims, actions, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and amounts
paid in settlement in good faith) arising from or relating to any breach of the representations and warranties made by the Executive
in this Section 5.4.


 




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Section
5.5. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered
personally or sent by nationally recognized overnight courier service (with next business day delivery requested). Any such notice
or communication shall be deemed given and effective, in the case of personal delivery, upon receipt by the other party, and in
the case of a courier service, upon the next business day, after dispatch of the notice or communication. Any such notice or communication
shall be addressed as follows:


 


If
to the Company, to:


 


Matinas
BioPharma Holdings, Inc.


1545
Route 206 South, Suite 302


Bedminster
NJ 07921


Attn:
Chief Executive Officer


 


With
a copy to: 


 


Lowenstein
Sandler LLP


1251
Avenue of the Americas


New
York, New York 10020


Attn:
Michael J. Lerner, Esq.


 


If
to the Executive, to:


 


James
J. Ferguson III


 


With
a copy to: 


 


___________________


___________________


 


Any
person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons
named above.


 




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Section
5.6. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New Jersey, without regard to principles of conflicts of law. Any and all actions arising out of this Agreement or Employee’s
employment by Company or termination therefrom shall be brought and heard in the state and federal courts of the State of New
Jersey and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts. The
Company and the Executive HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT
OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE
OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESEPCT TO THIS WAIVER.


 


Section
5.7. Waiver. Either party hereto may waive compliance by the other party with any provision of this Agreement. The failure
of a party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No waiver
of any provision shall be construed as a waiver of any other provision. Any waiver must be in writing.


 


Section
5.8. Severability. If any one or more of the terms, provisions, covenants and restrictions of this Agreement shall be determined
by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated
and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute for such invalid
and unenforceable provision in light of the tenor of this Agreement, and, upon so agreeing, shall incorporate such substitute
provision in this Agreement. In addition, if any one or more of the provisions contained in this Agreement shall for any reason
be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity or subject,
it shall be construed, by limiting or reducing it, so as to be enforceable to the extent compatible with then applicable law.


 


Section
5.9. Counterparts. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall
constitute an original, any one of which may be introduced in evidence or used for any other purpose without the production of
its duplicate counterpart. Moreover, notwithstanding that any of the parties did not execute the same counterpart, each counterpart
shall be deemed for all purposes to be an original, and all such counterparts shall constitute one and the same instrument, binding
on all of the parties hereto.


 


Section
5.10. Advice of Counsel. This Agreement was prepared by Lowenstein Sandler LLP in its capacity as legal counsel to the
Company. Both parties hereto acknowledge that they have had the opportunity to seek and obtain the advice of counsel before entering
into this Agreement and have done so to the extent desired, and have fully read the Agreement and understand the meaning and import
of all the terms hereof.


 


Section
5.11. Assignment. This Agreement shall inure to the benefit of the Company and its successors and assigns (including, without
limitation, the purchaser of all or substantially all of its assets) and shall be binding upon the Company and its successors
and assigns. This Agreement is personal to the Executive, and the Executive shall not assign or delegate his rights or duties
under this Agreement, and any such assignment or delegation shall be null and void.


 




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Section
5.12. Agreement to Take Actions. Each party to this Agreement shall execute and deliver such documents, certificates, agreements
and other instruments, and shall take all other actions, as may be reasonably necessary or desirable in order to perform his or
its obligations under this Agreement.


 


Section
5.13. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or
similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect; provided, however, that nothing in this Section 5.13 shall preclude the assumption
of such rights by executors, administrators or other legal representatives of the Executive or the Executive’s estate and
their assigning any rights hereunder to the person or persons entitled thereto.


 


Section
5.14. Source of Payment. Except as otherwise provided under the terms of any applicable employee benefit plan, all payments
provided for under this Agreement shall be paid in cash from the general funds of Company. The Company shall not be required to
establish a special or separate fund or other segregation of assets to assure such payments, and, if the Company shall make any
investments to aid it in meeting its obligations hereunder, the Executive shall have no right, title or interest whatever in or
to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments.
Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship, between Company and the Executive or any other person. To the extent that any
person acquires a right to receive payments from Company hereunder, such right, without prejudice to rights which employees may
have, shall be no greater than the right of an unsecured creditor of Company. The Executive shall not look to the owners of the
Company for the satisfaction of any obligations of the Company under this Agreement.


 


Section
5.15. Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder,
the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such
other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes.
The Executive will be solely responsible for all taxes assessed against him with respect to the compensation and benefits described
in this Agreement, other than typical employer-paid taxes such as FICA, and the Company makes no representations as to the tax
treatment of such compensation and benefits.


 




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Section
5.16. 409A Compliance. All payments under this Agreement are intended to comply with or be exempt from the requirements
of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement,
the “Code” means the Internal Revenue Code of 1986, as amended. To the extent permitted under applicable regulations
and/or other guidance of general applicability issued pursuant to Section 409A, the Company reserves the right to modify this
Agreement to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and
benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences
set forth in Section 409A and to assure that no payment or benefit shall be subject to an “additional tax” under Section
409A. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the extent
any provision in this Agreement must be modified to comply with Section 409A, such provision shall be read in such a manner so
that no payment due to the Executive shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B)
of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified
employees,” any payment on account of the Executive’s separation from service that would otherwise be due hereunder
within six (6) months after such separation shall be delayed until the first business day of the seventh month following the Termination
Date and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid
prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate
payment for purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment.
All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A,
including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s
lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement
during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement
of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is
incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything
contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Company for purposes
of Section 4.1 unless the Executive would be considered to have incurred a “termination of employment” from
the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the Company be liable
for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply
with Section 409A.


 


Section
5.17. 280G Modified Cutback.


 


(a)
If any payment, benefit or distribution of any type to or for the benefit of the Executive, whether paid or payable, provided
or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Parachute
Payments”) would subject the Executive to the excise tax imposed under Section 4999 of the Code (the “Excise
Tax”), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction)
shall be one dollar ($1.00) less than the amount which would cause the Parachute Payments to be subject to the Excise Tax; provided
that the Parachute Payments shall only be reduced to the extent the after-tax value of amounts received by the Executive after
application of the above reduction would exceed the after-tax value of the amounts received without application of such reduction.
For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income,
employment and excise taxes applicable to such amount. Unless the Executive shall have given prior written notice to the Company
to effectuate a reduction in the Parachute Payments if such a reduction is required, which notice shall be consistent with the
requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, then the Company shall reduce
or eliminate the Parachute Payments by first reducing or eliminating accelerated vesting of stock options or similar awards, then
reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing
or eliminating any other remaining Parachute Payments; provided, that no such reduction or elimination shall apply to any non-qualified
deferred compensation amounts (within the meaning of Section 409A) to the extent such reduction or elimination would accelerate
or defer the timing of such payment in manner that does not comply with Section 409A.


 




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(b)
An initial determination as to whether (x) any of the Parachute Payments received by the Executive in connection with the occurrence
of a change in the ownership or control of the Company or in the ownership of a substantial portion of the assets of the Company
shall be subject to the Excise Tax, and (y) the amount of any reduction, if any, that may be required pursuant to the previous
paragraph, shall be made by an independent accounting firm selected by the Company (the “Accounting Firm”)
prior to the consummation of such change in the ownership or effective control of the Company or in the ownership of a substantial
portion of the assets of the Company. The Executive shall be furnished with notice of all determinations made as to the Excise
Tax payable with respect to the Executive’s Parachute Payments, together with the related calculations of the Accounting
Firm, promptly after such determinations and calculations have been received by the Company.


 


(c)
For purposes of this Section 5.17, (i) no portion of the Parachute Payments the receipt or enjoyment of which the Executive
shall have effectively waived in writing prior to the date of payment of the Parachute Payments shall be taken into account; (ii)
no portion of the Parachute Payments shall be taken into account which in the opinion of the Accounting Firm does not constitute
a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; (iii) the Parachute Payments shall be
reduced only to the extent necessary so that the Parachute Payments (other than those referred to in the immediately preceding
clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of
Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax
counsel referred to in such clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included
in the Parachute Payments shall be determined by the Company’s independent auditors based on Sections 280G and 4999 of the
Code and the regulations for applying those sections of the Code, or on substantial authority within the meaning of Section 6662
of the Code.


 


[Signature
Page Follows]


 




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


 








	 	COMPANY
	 	 
	 	Matinas
    BioPharma Holdings, Inc.
	 	 
	 	By:	/s/
    Jerome D. Jabbour 
	 	Name:	Jerome
    D. Jabbour
	 	Title:
    	Chief
    Executive Officer


 


	 	EXECUTIVE
	 	 
	 	/s/
    James J. Ferguson, III 
	 	James
    J. Ferguson, III         







 





[Signature
Page to Employment Agreement]