gemp_Ex10_1



		

			EXHIBIT 10.1

		


		

			 

		


		

			 

		





		
			FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
		

		
			 
		

		
			THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of the 24th day of July, 2019, by and between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and STEVE GULLANS (the “Executive”)
		

		
			 
		

		
			RECITALS
		

		
			 
		

		
			The Company and the Executive entered into an Employment Agreement dated effective May 1, 2018  (the “Employment Agreement”).  The Company and the Executive now wish to amend the Employment Agreement as provided herein.
		

		
			 
		

		
			AGREEMENT
		

		
			 
		

		
			NOW, THEREFOR, in consideration of the foregoing and the terms and conditions set forth below, the parties agree as follows:
		

		
			 
		

		
			1.         ADDITION OF A NEW SECTION 5(F) TO THE EMPLOYMENT AGREEMENT.  A new Section 5(f)  shall be added to the Employment Agreement to read as follows:
		

		
			“(f)       If the Company completes a Change in Control with NeuroBo Pharmaceuticals, Inc. (a “NeuroBo Merger”) and: (i) the Company elects not to extend the Employment Period beyond the Initial Term or at the end of any Renewal Term; (ii) the Executive effects a Termination for Good Reason; or (iii) the Company terminates the Executive’s employment other than due to the Executive’s death, a Termination for Cause or a Termination due to a Disability, then in lieu of the benefits payable to the Executive pursuant to Section 5(a) above, provided that the Executive signs and delivers the Release at least seven (7) days prior the effective date of the NeuroBo Merger and does not subsequently revoke the Release prior to the effective date of the NeuroBo Merger, the Executive shall be entitled to the following benefits:
		

		
			(i)         all of the shares subject to the Executive’s Restricted Stock Grant Notice and related Restricted Stock Agreement entered into by and between the Company and the Executive on July 24, 2019 shall fully vest on the effective date of the NeuroBo Merger and
		

		
			(ii)       the Company shall pay to the Executive:
		

		
			(A)       in a lump sum in cash within thirty (30) days after the effective date of the NeuroBo Merger, an amount equal to $75,000,  subject to a reduction for withholding tax owing on payment of the cash and as a result of the issuance or vesting of restricted stock;  and
		

		
			(B)       the Unconditional Entitlements.
		

		
			For clarity, if Executive becomes eligible to receive payment of benefits under this Section 5(f),
		

		
			
		

		
			


		 


		

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			Executive will no longer be eligible to receive any benefits pursuant to Sections 3(c) and 5(a).”
		

		
			2.         RESTRICTED STOCK AWARD.  In connection with the Executive entering into this Amendment, on the date of this Amendment, the Company shall issue to the Executive a restricted stock award for 300,000 shares of the Company’s common stock pursuant to the terms and conditions of a Restricted Stock Grant Notice, Restricted Stock Agreement and the related attachments (the “Restricted Stock Award”).
		

		
			 
		

		
			3.         SURRENDER OF OPTIONS.  In consideration for the Executive’s receipt of the Restricted Stock Award, by execution of this Amendment, the Executive does hereby irrevocably sell, assign and transfer to the Company all of the Executive’s right, title and interest in and to all options to acquire shares of the Company’s common stock currently held by the Executive (the “Surrendered Options”) free and clear of any mortgage, pledge, lien, encumbrance, charge, security, security interest or other claim against title, and hereby authorizes the secretary of the Company to reflect the cancellation and surrender of the Surrendered Options on the books and records of the Company with full power of substitution in the premises together with such other documents, certificates, affidavits and instruments as are required by this Amendment or reasonably required by the Company.
		

		
			4.         SECTION 409A. This Amendment and all transactions in connection therewith are intended to be exempt from or in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), but under no circumstances shall the Company be liable for any tax, interest or penalty imposed on the employee or other detriment suffered by the employee under Section 409A or for any other adverse tax consequences to the employee resulting from this Amendment.
		

		
			 
		

		
			5.         CONSTRUCTION.  Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Employment Agreement.  The terms of this Amendment amend and modify the Employment Agreement as if fully set forth in the Employment Agreement.  If there is any conflict between the terms, conditions and obligations of this Amendment and the Employment Agreement, this Amendment’s terms, conditions and obligations shall control.  All other provisions of the Employment Agreement not specifically modified by this Amendment are preserved.  This Amendment may be executed in counterparts (including via facsimile,  .pdf or other electronic means of execution and delivery), each of which shall be deemed an original, and all of which together shall constitute one and the same document.
		

		
			SIGNATURES OF THE FOLLOWING PAGE
		

		
			 
		

		
			 
		

		
			


		 


		

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			IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first written above.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						THE EXECUTIVE:

					
					
						 

					
					
						THE COMPANY:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						GEMPHIRE THERAPEUTICS INC.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ STEVE GULLANS

					
					
						 

					
					
						By:

					
					
						/s/ PEDRO LICHTINGER

				
	
					
						STEVE GULLANS

					
					
						 

					
					
						Name:

					
					
						Pedro Lichtinger

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Chair of the Compensation Committee

				



		
			 
		


		 


		

			SIGNATURE PAGE TO

		


		

			FIRST AMENDMENT TO EMPLOYMENT AGREEMENT