Exhibit 10.1


 


AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


 


Amendment (this “Amendment”)
dated as of September 27, 2016 to the Executive Employment Agreement (the “Agreement”) dated October 13, 2015, by and
between Checkpoint Therapeutics, Inc. (the “Company” or “Checkpoint”) and James F. Oliviero III (“Oliviero”).
All capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.


 


WHEREAS, on October 13, 2015, Oliviero received
a grant of 1,000,000 restricted shares of Checkpoint common stock, $0.0001 par value, and pursuant to the Agreement 333,333 of
such shares (the “Shares”) are set to vest over time in four equal annual installments beginning on the Effective Date;


 


WHEREAS, on September 27, 2016, Oliviero
and the Company agreed to amend the vesting schedule in the Agreement;


 


WHEREAS, the Company believes that it is
in its best interest to amend the vesting schedule in the Agreement; and


 


WHEREAS, the Company and Oliviero have agreed
to amend the Agreement.


 


NOW THEREFORE, in consideration of the foregoing
and of the mutual covenants hereinafter set forth, the parties agree as follows:


 


1.            Amendments.


 


Section 3.4.3 of the Agreement
with regard to the Shares shall be amended by deleting the phrase “One-third of the Shares will vest over time in four equal
annual installments beginning on the Effective Date. One-third of the Shares will vest in three equal parts based on the Company’s
achievement of fully-diluted Market Capitalization of $250,000,000, $500,000,000, and $750,000,000 respectively. For purposes of
this Agreement, “Market Capitalization” shall be determined by multiplying the total shares of the Company’s
common stock that are outstanding (including common stock issuable upon conversion, exchange or exercise of any derivative security,
including without limitation, options, warrants, convertible equity or debt or restricted equity) by the last reported closing
price of the Company’s common stock on a nationally recognized exchange or in the over-the-counter market. The final third
will vest in two equal installments as follows: (i) one installment will vest upon the earlier of (A) the Company’s first
Corporate Development Transaction (as defined below) or (B) the first FDA approval of a Company product or medical device, and
(ii) the second installment will vest upon the earlier of (A) the Company’s second Corporate Development Transaction (as
defined below) or (B) a second FDA approval of a Company product or medical device” and inserting the following:


 




     


     


    

 


The Shares will vest over time
pursuant to the following schedule:


 


	Vesting Date	 	Number of Shares Vested
	 	 	 
	October 13, 2017	 	166,667
	October 13, 2018	 	83,333
	October 13, 2019	 	83,333
	The first date that the Company achieves a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $250,000,000	 	111,111
	The first date that the Company achieves a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $500,000,000	 	111,111
	The first date that the Company achieves a fully-diluted Market Capitalization (as defined in the Employment Agreement) of $750,000,000	 	111,111
	The earlier to occur of: (A) the Company’s first Corporate Development Transaction (as defined in the Employment Agreement) or (B) the first FDA approval of a Company product or medical device	 	166,667
	The earlier to occur of: (A) the Company’s second Corporate Development Transaction (as defined in the Employment Agreement) or (B) a second FDA approval of a Company product or medical device	 	166,667


 


For purposes of this Agreement,
“Market Capitalization” shall be determined by multiplying the total shares of the Company’s common
stock that are outstanding (including common stock issuable upon conversion, exchange or exercise of any derivative security, including
without limitation, options, warrants, convertible equity or debt or restricted equity) by the last reported closing price of the
Company’s common stock on a nationally recognized exchange or in the over-the-counter market.


 


2.            Effect
on the Agreement.


 


(a)          Upon the effectiveness
of this Amendment, each reference in the Agreement to “this Agreement” “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Agreement as amended hereby.


 


(b)          Except
as expressly amended, the Agreement and all other documents and agreements executed and/or delivered in connection therewith, shall
remain in full force and effect.


 


3.            Governing
Law.


 


This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed
in accordance with the laws of the State of New York without regard to its conflict of laws principles. 


 




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4.            Counterparts.



 


This Amendment may be executed
by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together
shall constitute one and the same agreement.


 


IN WITNESS WHEREOF, Checkpoint Therapeutics,
Inc. and James F. Oliviero III have executed this Amendment to the Executive Employment Agreement as of the date first written
above.


 


	 	CHECKPOINT THERAPEUTICS, INC.
	 	 
	 	By:	/s/ Michael S. Weiss
	 	 	Michael S. Weiss
	 	 	Executive Chairman
	 	 
	 	/s/ James F. Oliviero III
	 	James F. Oliviero III


 




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