Exhibit 10.44


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(this “Agreement”) is made as of August 21, 2019, between KBL Merger Corp. IV (the “Company”). and
Jonathan Rothbard (“Executive”) (collectively, the Company and Executive are the “Parties”).


 


WHEREAS, this Agreement
is beiug entered into in connection with that certain Business Combination Agreement, dated July 25, 2019, between the Company, CannBioRx
Life Sciences Corp., Katexco Pharmaceuticals Corp., CannBioRex Pharmaceuticals Corp., 180 Therapeutics L.P., and certain other parties
(the “Combination Agreement”). The effectiveness of this Agreement is conditioned upon the closing of the transactions
contemplated by the Combination Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:


 


1. Start
Date; Employment Term. Executive’s employment with the Company pursuant to this Agreement
will commence on the closing of the transactions contemplated by the Combination Agreement (the “Start Date”) and end
on the third (J’d) anniversary of the Start Date (the “Initial Term”); provided, however, that on such anniversary
and on each anniversary thereafter (each, an “Extension Date”), the term of Executive’s employment under this
Agreement shall be automatically extended for an additional one (I) year period (each, a “Renewal Term”), unless the
Company or the Executive provides the other at least ninety (90) days’ prior written notice before the next Extension Date that
the Initial Term or Renewal Term, as applicable, shall not be so extended. This Agreement shall automatically terminate without any action
on the part of any person and be void ab initio if the Combination Agreement is terminated
in accordance with its terms, and neither the Company nor any other person shall have any liability to Executive under this Agreement
if the Closing does not occur. The period of time from the Start Date through the termination of this Agreement and Executive’s
employment hereunder pursuant to its terms is hereafter referred to as the “Employment Term.”


 


2. Position;
Duties. During the Employment Term, Executive shall serve as the Chief Scientific Officer, reporting to the Chief Executive Officer
(the “CEO”). Executive shall also serve as a Director on the Company’s Board at the discretion of the Company’s
stockholders. During the Employment Term, Executive shall perform such duties and responsibilities on behalf of the Company and its affiliates
as are consistent with Executive’s position and title.


 


3. Compensation.


 


(a) Base
Salary. Executive’s annual base salary will initially be $375,000 per year, payable in accordance with the Company’s normal
payroll procedures, less all applicable withholdings and deductions. On the first anniversary of the Effective Date and on each anniversary
thereafter, the then-current base salary shall be increased by ten-percent (10%). The base salary, as increased in accordance with this
Section 3(a), will !hereinafter be referred to as the “Base Salary.”


 


(b) Bonus.
Executive will be eligible to receive an annual bonus, with a target bonus opportunity equal to fifty-percent (50%) of Executive’s
then-current base salary, based upon the Company’s achievement of performance and management objectives as set and approved by the
Board in consultation with the Executive. With respect to 2019, the annual banns will not be less than $187,500. The annnal bonus shall
be paid on or before February 15th of the year following the
year in which the bonus is earned. Executive must be employed by the Company on the date of payment in order to earn and receive any annual
bonns, unless Executive is terminated without Cause or resigns with Good Reason.


 




     


     


    

 


(c) Equity
Award. The Company will grant to Executive, as of the Start Date, equity awards of the Company in an amount to be determined by the
CEO. The equity awards will vest ratably on a monthly basis over 36 months, beginning on the last day of the month of the date of grant;
provided however, that the equity awards will vest immediately upon Executive’s death or disability (as defined in section 4(b)),
termination without Cause or a termination by the Executive for Good Reason, a change in control of the Company (as defined in the Company’s
equity incentive plan or agreement) or upon a sale of the Company. Such equity award shall be subject to such other provisions to be set
forth in Company’s equity incentive plan established and a grant agreement to be entered into between Executive and the Company,
which grant agreement shall be no less favorable than that for other senior executives and directors of the Company.


 


(d) Benefits.
Executive will be eligible to participate in the benefits offered by the Company, including, without limitation, any health insurance,
retirement, and fringe benefits offered by the Company, in accordance with the applicable terms of the benefit program, plan, or arrangement.


 


4. Termination
of Employment. The Company or the Executive may terminate the Executive’s employment pursuant
to this Section 4. Upon any termination of the Executive’s employment, the Company shall have no further obligations to the Executive
under this Agreement other than for payment of any accrued but unpaid base salary, properly incurred but unreimbursed business expenses,
accrued but unused vacation, and severance payments, if any, required under Section 5. Rights and benefits of the Executive under the
benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs.


 


(a) Death.
The Executive’s employment will terminate upon the Executive’s death.


 


(b) Disability.
The Company may terminate the Executive’s employment by reason of the Executive’s becoming subject to a Disability (as defined
in the following sentence) upon the Company providing thirty (30) days’ prior notice to Executive of its intention to terminate
Executive’s employment due to his or her Disability. For purposes of this Agreement, “Disability” means the Executive
is unable to perform the essential functions of his or her position, with or without a reasonable accommodation, for a period of ninety
(90) consecutive calendar days or one-hundred and eighty (180) non-consecutive calendar days within any rolling twelve (12) month period.


 


(c) Cause.
The Company may terminate the Executive’s employment under this Agreement for “Cause.” For purposes of this Agreement,
“Cause” means any of the following: (i) Executive’s engaging in any acts of fraud, theft, or embezzlement involving
the Company; (ii) Executive’s conviction, including any plea of guilty or nolo contendere, of any felony crime which is relevant
to the Executive’s position with the Company; and (iii) Executive’s material violation of this Agreement which is materially
damaging to the reputation or business of the Company, provided that prior to terminating Executive for Cause, the Board must first (A)
provide notice to Executive specifying in reasonable detail the condition giving rise to Cause for termination no later than the sixtieth
(60th) day following the occurrence of that condition; (B) provide the Executive a period of thirty (30) days to remedy the condition,
if subject to remedy, and so specify in the notice; and (C) terminate his employment for Cause within thirty (30) days following the expiration
of the period to remedy if the Executive fails to remedy the condition.


 


(d) Without
Cause. The Company may terminate the Executive’s employment without Cause on sixty (60) days’ prior written notice to
the Executive.


 






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(e) By
the Executive for Good Reason. The Executive may terminate his employment for Good Reason by (A) providing notice to the Company specifying
in reasonable detail the condition giving rise to the Good Reason no later than the sixtieth (60th) day following the occurrence
of that condition; (B) providing the Company a period of thirty (30) days to remedy the condition if subject to remedy, and so specifying
in the notice; and (C) terminating his employment for Good Reason within thirty (30) days following the expiration of the period to remedy
if the Company fails to remedy the condition. 111e following, ifoccurring without the Executive’s consent, shall constitute “Good
Reason” for termination by the Executive: (i) a material diminution in the nature or scope of the Executive’s title, authority
or responsibilities; (ii) a material adverse change in the Executive’s duties, including, without limitation, such duties set forth
in Section 2; (iii) a requirement that the Executive report to any person other than the Board; (iv) a material reduction in Base Salary
or target bonus opportunity; or (v) the Company’s breach of a material provision of this Agreement.


 


(f) By
the Executive without Good Reason. The Executive may terminate his employment hereunder at any time upon thirty (30) days’ prior
written notice to the Company.


 


(g) Expiration.
Executive’s employment will terminate automatically upon the expiration of the Initial Term or Renewal Term, as applicable, if either
party has elected not to extend the Initial Term or Renewal Term in accordance with Section I.


 


5. Payments
on Termination.


 


(a) Termination Without
Cause; For Good Reason. Subject to Section S(b), in the event the Company terminates the employment of Executive without Cause
pursuant to Section 4(d), Executive resigns for Good Reason pursuant to Section 4(e), or the Executive’s employment terminates
due to expiration of the Employment Term in accordance with Section 4(g) following the Company’s delivery to Executive of a
notice of intent not to renew pursuant to Section I, then the Company shall pay to the Executive, in addition to any amounts payable
under Section 4, (i) severance payments in the form of continued Base Salary, at Executive’s Base Salary as then in effect,
for the thirty-six (36) month period following the effective date of the Executive’s termination if such termination happens
during the first year of the Executive’s employment, twenty four months (24) if termination happens in the second year of the
Executive’s employment, and twelve (12) months if the termination happens in the third year of the Executive’s
employment or thereafter; (ii) payment of any accrued and unpaid annual bonus for any year preceding the year in which
Executive’s employment terminates; (iii) payment of a pro rata annual bonus for the year in which Executive’s employment
terminates calculated by multiplying the target bonus amount by a fraction, the numerator of which is the number of calendar days
elapsed in the year as of the effective date of Executive’s termination of employment and the denominator of which is 365; and
(iv) payment by the Company of Executive’s monthly health insurance premiums for a period matching the period that Executive
is entitled to severance payments pursuant to section S(a)(i) hereof. The severance in S(a)(i) and (iv) will be paid pursuant to the
Company’s payroll schedule then in effect commencing on the sixtieth (60th) day following the last day of employment and the
payments in S(a)(ii) and (iii) will be paid on the sixtieth (60th) day following the last day of employment.


 


(b) Requirement
of Release. As a condition precedent to rece1vmg any of the severance payments pursuant to Section S(a), Executive must execute (without
revocation) a general release of claims in a form mutually agreed to by the Company and the Executive (the “Release”).
The Release must be effective and irrevocable prior to the sixtieth (60th) day following the Executive’s last day of employment.
If the Executive fails to execute the Release pursuant to this Section S(b), the Executive shall forfeit and not be entitled to any severance
payments under Sections S(a).


 






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6.
Section 409A Compliance. This Agreement and any payments or benefits provided hereunder shall be interpreted, operated and
administered in a manner intended to avoid the imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”). Further, the Company and Executive hereto acknowledge and agree that the fonn and timing
of the payments and benefits to be provided pursuant to this Agreement are intended to be exempt from, or to comply with, one
or more exceptions to the requirements of Section 409A of the Code. Notwithstanding anything contained herein to the contrary, to the
extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have
terminated employment for purposes of this Agreement and no payments shall be dne to Executive under this Agreement that are payable
npon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service”
from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid
or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of
Section 409A of the Code. If the Executive is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any
benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such
payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period
measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death,
to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant
to this Section 6 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall
be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid
or provided in accordance with the normal payment dates specified for them herein. With respect to expenses eligible for reimbursement
under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the
expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than
the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent
that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the
Code.


 


7. Representations.
Executive represents and warrants to the Company that (a) the execution, delivery and perfom1ance of this Agreement by Executive
does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party
to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity (other
than any such agreement with any subsidiary or predecessor of the Company) and (c) upon the execution and delivery of this Agreement
by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.


 


8.
Survival. Executive acknowledges and agrees that Sections 5-10 of this Agreement shall survive the separation of Executive’s
employment for any reason.


 


9. Severability.
The Parties intend for this Agreement to be enforced as written. However, if any section or portion of a section of this Agreement
shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction,
(a) then the remainder of this Agreement, or the application of such section or portion of such section in circumstances other than those
as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each section or portion of such section of
this Agreement shall be valid and enforceable to the fullest extent permitted by law; and/or (b) because of the scope of a section or
portion of such section is found to be unreasonable, the Company and Executive agree that the court making such determination shall have
the power to “blue-pencil” the Agreement as necessary to make it reasonable in scope; and in its reduced or blue-penciled
form such section or portion of such section shall then be enforceable and shall be enforced.


 






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10, Miscellaneous.


 


(a) Deductions
and Withholding. Executive agrees that the Company and/or its subsidiaries or affiliates shall withhold from any and all compensation
paid to or required to be paid to Executive pursuant to this Agreement all federal, state, local and/or other taxes which the Company
determines are required to be withheld in accordance with applicable statutes and/or regulations from time to time in effect and all amounts
required to be deducted in respect of Executive’s coverage under applicable employee benefit plans.


 


(b) Integration.
This Agreement embodies the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes
all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict,
the express terms and provisions of this Agreement.


 


(c) Successors.
This Agreement shall inure to the benefit of and be enforceable by Executive’s personal representatives, executors, administrators,
heirs, distributees, devisees and legatees. The Company shall take commercially reasonable efforts to require any successor to the Company
to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. Executive’s rights and obligations under this Agreement may not be assigned by
Executive without the prior written consent of the Company.


 


(d) Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party
to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall
not prevent any subsequent enforcement of such tenn or obligation or be deemed a waiver of any subsequent breach.


 


(e) Amendment.
This Agreement may be amended or modified only by a written instrument signed by Executive and by a duly authorized representative of
the Company.


 


(f) Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware
without regard to principles of conflict of laws.


 


(g) Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original;
but such counterparts shall together constitute one and the same document.


 


[Signature Page Follows]


 






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	 	By:	
	 	Name: 	Sherrill Neff
	 	Title:	Independent  Director
	 	 	 
	 	By:	
	 	Name:	Andrew Sherman
	 	Title:	Independent  Director
	 	 	 
	 	By:	
	 	Name:	Joseph Williamson
	 	Title:	Independent  Director
	 	 	 
	 	EMPLOYEE
	 	 
	 	
	 	Jonathan B. Rothbard


 


 


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