Exhibit 10.1 


 


TRANSITION AGREEMENT


 


This Transition Agreement
(this “Agreement”) is entered into by and between Arthur Higgins (“Executive”)
and Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”) and is dated as of March 16 , 2020.
The Executive and the Company shall collectively be referred to herein as the “Parties.”


 


RECITALS


 


WHEREAS, the Executive
has previously entered into: (i) that certain Offer Letter Agreement, dated March 28, 2017, with Assertio (the “Offer
Letter”) and (ii) that certain Amended and Restated Management Continuity Agreement with Assertio, as amended by
that certain First Amendment to the Amended and Restated Management Continuity Agreement (the “Management Continuity
Agreement”);


 


WHEREAS, Assertio has
entered into that certain Agreement and Plan of Merger, dated March [16], 2020, by and among Alligator Holdings, Inc., (the
 “Company”), Assertio, Zebra Merger Sub, Inc., a Delaware corporation, and Zyla Life Sciences, a Delaware
corporation (“Zyla”) (such agreement, the “Merger Agreement”), which contemplates
the acquisition of Zyla by the Company pursuant to the terms and conditions set forth in the Merger Agreement (the “Transaction”);


 


WHEREAS, Section 1.1(e)
of the Merger Agreement provides that, at the Effective Time (as defined in the Merger Agreement), the Executive, who currently
serves as the President and Chief Executive Officer of Assertio, shall serve as the Non-Executive Chairman of the Board of Directors
of the Company, whereupon he shall cease serving as the President and Chief Executive Officer of Assertio; and


 


WHEREAS, the Parties
desire to enter into a transition agreement on the terms and conditions set forth herein to memorialize all of the rights, duties
and obligations of the Parties with respect to the engagement of the Executive by the Company as the Non-Executive Chairman of
the Board of Directors of the Company.


 


NOW, THEREFORE, in
consideration of the mutual covenants undertaken in this Agreement, Executive and the Company hereby acknowledge and agree as follows:


 


AGREEMENT


 


		1)	Transaction Bonus; Transition and Service Term.



 


a)             On the Closing Date (as defined in the Merger Agreement), the Executive shall be paid by the Company a cash amount equal
to $400,000, subject to the Separation Contingencies (defined below). “Separation Contingencies” refers
to the occurrence of the following events or circumstances: (i) Executive’s continued service as President and Chief Executive
Officer of Assertio through the Closing Date, and (ii) the Executive’s execution and non-revocation of the release attached
hereto as Appendix A, which shall have become effective and irrevocable on the eighth (8th) day following the date the Executive
executes such release.


 


b)             As of the Closing Date, the Executive shall cease to serve as a full-time employee and the President and Chief Executive
Officer of Assertio and shall commence his engagement as the Non-Executive Chairman of the Board of Directors of the Company. The
Executive shall serve as the Non-Executive Chairman of the Board of Directors of the Company until the 2022 Annual Meeting of the
Stockholders of the Company, unless the Executive’s engagement with the Company is terminated prior to the date of such meeting
(such period of service, the “Service Term”).


 


c)             In the event that the Merger Agreement is terminated prior to the Effective Time, the terms set forth herein shall be void
ab initio and of no force and effect.


 








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2)             Director Compensation. During the Service Term, the Executive shall be eligible to receive the following compensation,
subject to the Executive’s continued engagement as Chairman of the Board of the Company:


 


a)             An annual cash retainer of $95,000, paid in quarterly installments in arrears;


 


b)             A restricted stock unit award granted in accordance with the equity-based compensation plan (as amended from time to time)
sponsored by the Company, as assumed by the Company (the “Parent Plan”) on the date of each Annual Meeting
of Stockholders of Assertio or the Company (as applicable) held in calendar years 2020 and 2021. The grant-date value of each RSU
award shall be $190,000 based on the “fair market value” (as such term is defined in the Parent Plan) of the common
stock of Assertio or the Company (as applicable) on the date of grant. Each such RSU shall vest on the first anniversary of the
date on which such award is made to the Executive. Such RSU shall be governed by the terms and conditions of the Parent Plan and
applicable award agreements. Such RSU award(s) shall be referred to herein as the “Director Equity Awards.”


 


3)             Additional Payments. In addition to the payments set forth in Section 2) of this Agreement, the Executive shall also
be eligible to earn the following payments:


 


a)             A lump-sum cash payment equal to $1,200,000, which shall be paid no later than March 15, 2021, contingent upon Executive
executing and not revoking a supplemental release attached hereto as Appendix A, which release is effective and irrevocable on
the date of payment.


 


b)             A bonus payment in an amount up to $400,000 for the period commencing as of the date of this Agreement and ending on the
Closing Date, subject to the achievement of corporate and personal goals determined by the Compensation Committee of the Board
of Directors of Assertio in consultation with the Executive. Such payment shall be made to the Executive on the same date that
bonuses are otherwise paid to executive officers of the Company; provided, that such bonus shall be paid to the Executive no later
than March 15, 2021.


 


		4)	Treatment of Equity Compensation.



 


a)             The Parties acknowledge and agree that the Executive holds outstanding equity awards under the Second Amended and Restated
2004 Equity Incentive Plan of Assertio Therapeutics, Inc. (as amended from time to time) (the “2004 Plan”)
and the Assertio Therapeutics, Inc. Amended and Restated 2014 Omnibus Incentive Plan (as amended from time to time) (the “2014
Plan” and together with the 2004 Plan, the “Existing Plans”). Awards under the Existing
Plans issued through the Closing Date shall be referred to herein as the “Existing Awards” and, together
with the Director Equity Awards, the “Executive Awards.”


 


b)             The Executive Awards shall be treated as follows:


 


i)             The Executive Awards shall continue to vest through the 2022 Annual Meeting of the Stockholders of the Company, subject
to (A) the Executive’s continued service as the Non-Executive Chairman of the Board of Directors of the Company through the
date of such meeting and (B) the vesting schedule set forth in the applicable award agreements;


 


ii)             Subject to the Executive’s continued service as the Non-Executive Chairman of the Board of Directors of the Company
through the 2022 Annual Meeting of the Stockholders of the Company, the Executive shall be credited with an additional twelve (12)
months of service for purposes of determining the vesting of his Existing Awards, which shall result in (A) the immediate vesting
as of the date of the 2022 Annual Meeting of the Stockholders of the Company of those otherwise unvested Existing Awards that would
have become vested if the Executive had completed an additional twelve (12) months of service following such date and the risk
of forfeiture of the Executive’s applicable number of Existing Awards shall lapse on such date and (B) the vesting on the
twelve (12) month anniversary of the 2022 Annual Meeting of the Stockholders of the Company with of the Executive Awards subject
to performance conditions with such vesting based on the achievement of applicable performance conditions. Each such equity award
shall be exercisable in accordance with the provisions of the award agreement and plan pursuant to which such equity award was
granted, including, in the case of stock options, the plan or award agreement provisions regarding any post-termination period
of exercisability.


 


iii)             In the event the Executive is not reelected to serve as a member of the Board of Directors of the Company at the 2021 Annual
Meeting of the Stockholders of the Company, the Executive shall be credited with an additional twelve (12) months of service for
purposes of determining the vesting of his Exisiting Awards, which shall result in (A) the immediate vesting as of the date of
the 2021 Annual Meeting of the Stockholders of the Company of those otherwise unvested Exisiting Awards that would have become
vested if the Executive had completed an additional twelve (12) months of service following such date and the risk of forfeiture
of the Executive’s applicable number of Exisiting Awards shall lapse on such date and (B) the vesting on the twelve (12)
month anniversary of the 2021 Annual Meeting of the Stockholders of the Company of the Exisiting Awards subject to performance
conditions with such vesting based on the achievement of applicable performance conditions. Each such equity award shall be exercisable
in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted, including, in
the case of stock options, the plan or award agreement provisions regarding any post-termination period of exercisability.


 






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iv)             Notwithstanding the foregoing, in the event that:


 


(1)             The Board of Directors of the Company terminates the Executive’s engagement without “Cause” (as such term
is defined in Appendix B), then the Executive Awards shall continue to vest through the 2023 Annual Meeting of the Stockholders
of the Company subject to the vesting schedule set forth in the applicable award agreements; and


 


(2)             The Executive’s engagement as Non-Executive Chairman is terminated for Cause or he resigns voluntarily, then the unvested
Executive Awards shall be forfeited in exchange for no consideration.


 


5)             COBRA. Commencing on the Closing Date, and subject to the Separation Contingencies, the Company shall provide the
Executive with the full cost of the health insurance benefits provided to the Executive and his spouse and dependents, as applicable,
immediately prior to the Closing Date pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”) or other applicable law through the earlier of the end of the eighteen (18) month period following
the Closing Date or the date upon which the Executive is no longer eligible for such COBRA or other benefits under applicable law.


 


6)             Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on
the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile,
e-mail or otherwise, (b) on the first business day following the date of dispatch if delivered utilizing a next-day service by
a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth business day following the date of mailing
if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered
to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive
such notice:


 






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	To Company:	
        Assertio Therapeutics, Inc.

        100 South Saunders Road, Suite 300

Lake Forest, Illinois 60045

Attention: Chief Financial Officer

Email: dpeisert@assertiotx.com 

	 	 
	To Executive:	
        [Name]

        [Address]

        Email: [ ]  



 


		7)	Miscellaneous.



 


a)             Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by
course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf
of each Party.


 


b)             Waiver. No failure or delay of either Party in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies
which they would otherwise have hereunder. Any agreement on the part of either Party to any such waiver shall be valid only if
set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party.


 


c)             Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements,
communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings
between the parties with respect to the subject matter hereof and thereof, except as otherwise set forth herein (including the
Offer Letter but excluding the Management Continuity Agreement).


 


d)             Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State
of California, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles
of the State of California.


 


e)             Assignment; Successors. The Company may not assign this Agreement to anyone, at any time, without the Executive’s
prior written consent, except that the Company may assign its rights and obligations under this Agreement without the consent of
the Executive to any successor to the business or assets of the Company (whether by reorganization, consolidation merger, sale
or other transaction). This Agreement shall inure to the benefit of and be binding upon the Company’s predecessors, successors,
subsidiaries, permitted assignees, parents, branches, divisions or other affiliates, and upon Executive’s heirs, executors
and administrators.


 


f)             Severability. If any provision of this Agreement or its application is held invalid, the invalidity shall not affect
other provisions or applications of the Agreement which can be given effect without the invalid provisions or application and,
therefore, the provisions of this Agreement are declared to be severable. In addition, should any court of competent jurisdiction
determine that any provision of this Agreement is unenforceable, the parties agree that the court should modify the provision to
the minimum extent necessary to render said provision enforceable?


 






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g)             Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered one and
the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other party.


 


[The remainder of this page is intentionally
left blank.]





 






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IN WITNESS WHEREOF,
the Company and the Executive have caused this Agreement to be executed as of the date first written above.


 


	ASSERTIO THERAPEUTICS, INC.	 	ARTHUR HIGGINS
	 	 	 
	 	 	 
	By:	                     	 	 
	Name:	 	Arthur Higgins
	Title:	 	 



 








    


     


    

 





Appendix A


 


Release


 


Assertio Therapeutics, Inc. has offered
to pay me the benefits (the “Benefits”) described in that certain Transition Agreement dated as of March [_],
2020 (the “Transition Agreement”), which were offered to me in exchange for my agreement, among other things,
to waive all of my, on behalf of myself and my dependents, successors, heirs, assigns, agents, and executors, claims against and
release Assertio Holdings, Inc. and its predecessors, successors and assigns (collectively referred to as the “Company”),
all of the affiliates (including parents and subsidiaries) of the Company (collectively referred to as the “Affiliates”)
and the Company’s and Affiliates’ directors and officers, employees and agents, insurers, employee benefit plans and
the fiduciaries and agents of said plans (collectively, with the Company and Affiliates, referred to as the “Corporate
Group”) from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to my
employment with or separation from the Company or the Affiliates; provided, however, that this Release shall not apply to (1) any
existing right I have to indemnification, contribution and a defense, (2) any directors and officers and general liability insurance
coverage, (3) any rights I may have as a shareholder of the Company, (4) any rights I have to the Benefits, (5) rights to vested
benefits under the Company’s benefit plans and (6) any rights which cannot be waived or released as a matter of law.


 


I understand that signing this Release
is an important legal act. I acknowledge that the Company has advised me in writing to consult an attorney before signing this
Release and has given me at least twenty-one (21) calendar days from the day I received a copy of this Release to sign it. 


 


In exchange for the payment to me of Benefits,
I (1) agree not to sue in any local, state and/or federal court regarding or relating in any way to my employment with or separation
from the Company or the Affiliates, (2) knowingly and voluntarily waive all claims and release the Corporate Group from any and
all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way to my employment
with or separation from the Company or the Affiliates and (3) waive any rights that I may have under any of the Company’s
involuntary severance benefit plans or any other severance agreement with the Company, except to the extent that my rights are
vested under the terms of an employee benefit plan sponsored by the Company or an Affiliate and except with respect to such rights
or claims as may arise after the date this Supplemental Release is executed. This Release includes, but is not limited to, claims
and causes of action under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination
in Employment Act of 1967, as amended, including the Older Workers Benefit Protection Act of 1990 (“ADEA”);
the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”);
the Energy Reorganization Act, as amended, 42 U.S.C. §§ 5851; the Workers Adjustment and Retraining Notification Act
of 1988; the Sarbanes-Oxley Act of 2002; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical
Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; claims in connection with workers’
compensation or “whistle blower” statutes (except to the extent prohibited by law); and/or contract, tort, defamation,
slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent
that no promise or agreement which is not expressed herein has been made to me in executing this Release, and that I am relying
on my own judgment in executing this Release, and that I am not relying on any statement or representation of the Company, any
of the Affiliates or any other member of the Corporate Group or any of their agents. I agree that this Release is valid, fair,
adequate and reasonable, is entered into with my full knowledge and consent, was not procured through fraud, duress or mistake
and has not had the effect of misleading, misinforming or failing to inform me.


 


Notwithstanding the foregoing, nothing contained
in this Release is intended to prohibit or restrict me in any way from (1) bringing a lawsuit against the Company to enforce the
Company’s obligations under the Transition Agreement; (2) making any disclosure of information required by law; (3) providing
information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law
enforcement agency or legislative body, any self-regulatory organization, or the Company’s legal, compliance or human resources
officers; (4) testifying or participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal,
state or municipal law relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory
organization; or (5) filing any claims that are not permitted to be waived or released under applicable law (although my ability
to recover damages or other relief is still waived and released to the extent permitted by law). Nothing contained in this Release
is intended to waive any rights I may have related to unemployment compensation and workers’ compensation and indemnification
claims under applicable law.


 






    


     


    

 


I acknowledge that I may discover facts
different from or in addition to those which I now know or believe to be true and that this Release shall be and remain effective
in all respects notwithstanding such different or additional facts or the discovery thereof.


 


Should any of the provisions set forth in
this Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such
determination shall not affect the enforceability of other provisions of this Release. I acknowledge that this Release sets forth
the entire understanding and agreement between me and the Company or any other member of the Corporate Group concerning the subject
matter of this Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between
me and the Company or any other member of the Corporate Group on the same subject matter. I understand that for a period of
seven (7) calendar days following the date that I sign this Release, I may revoke this Release, provided that my written statement
of revocation is received on or before that seventh day by the Vice President, Human Resources, Assertio Therapeutics, Inc., 100
South Saunders Road, Suite 300, Lake Forest, Illinois 60045, in which case the Release will not become effective. In the event
I revoke my acceptance of this offer, the Company shall have no obligation to provide me the Benefits. I understand that failure
to revoke my acceptance of the offer within seven (7) calendar days from the date I sign this Release will result in this Release
being permanent and irrevocable.


 


I acknowledge that I have read this Release,
have had an opportunity to ask questions and have it explained to me and that I understand that this Release will have the effect
of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination
on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this Release.
By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may have which are attributable
to or arise out of acts, omissions, or events of the Company or any other member of the Corporate Group which occur after the date
of the execution of this Release.


 


	 	 	 
	Employee’s Name	 	Company Representative’s Signature
	 	 	 
	 	 	 
	Employee’s Signature	 	Company’s Representative’s Name and Title
	 	 	 
	 	 	 
	Employee’s Signature Date	 	Company’s Execution Date




 






    


     


    

 





Appendix B


 


Cause and Cause Cure Process


 


The Executive’s employment with the Company or the Executive’s
provision of services after the Closing Date may be terminated for “Cause”. For purposes of this Agreement, “Cause”
shall mean (i) gross negligence or willful misconduct in the performance of Executive’s duties to the Company where
such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company
or its subsidiaries, (ii) repeated unexplained or unjustified absence from the performance of services for the Company, (iii) a
material and willful violation of any federal or state law resulting or likely to result in substantial and material damage to
the Company or its subsidiaries; (iv) commission of any act of fraud with respect to the Company resulting or likely to result
in substantial and material damage to the Company or its subsidiaries, or (v) conviction of a felony or a crime involving
moral turpitude causing material harm to the standing and reputation of the Company, in each case subject to the Company’s
compliance with the “Cause Cure Process” as specified immediately below.


 


“Cause Cure Process” shall mean that (i) Company
reasonably determines that the Executive has engaged in behavior constituting “Cause”; (ii) Company notifies the
Executive in writing of the first occurrence of the behavior constituting “Cause” within ninety (90) days of the first
occurrence of such condition; (iii) the Executive shall have thirty (30) days following such notice (the “Cause Cure
Period”), to substantially remedy the condition, if curable; (iv) notwithstanding such efforts, the condition constituting
 “Cause” continues to exist; and (v) Company terminates the Executive’s service prior to the Separation Date
due to “Cause” within ninety (90) days after the end of the Cause Cure Period. For avoidance of doubt, if the behavior
constituting “Cause” is not substantially curable, then the Cause Cure Period shall end on the date the Executive receives
the Company’s written notice set forth in clause (ii) above.  If the Executive substantially cures the condition constituting
 “Cause” during the Cause Cure Period, such behavior constituting “Cause” shall be deemed not to have occurred.