Exhibit 10.25


 








Amendment to Employment Agreement


 


This amendment (the “Amendment”)
dated as of March 26, 2020 is entered into by and between Seneca Biopharma, Inc., a Delaware Corporation (the “Company”)
and Kenneth C. Carter (“Employee”). Any term not defined herein shall have the definition ascribed to them in the Employment
Agreement (as defined below). The Company and Employee may both be referred to hereinafter each as a “party,” and collectively
as the “parties.”


 


WHEREAS, the Company and Employee previously
entered into an employment agreement on December 12, 2018, which was subsequently amended on the same day (the “Employment
Agreement”) whereby Employee was hired to serve as Executive Chairman of the Company;


 


WHEREAS, the parties now desire to amend
and restate certain terms and conditions of the Employment Agreement and accordingly, are entering into this Amendment; and


 


NOW, THEREFORE, in consideration of the
mutual promises and covenants set forth herein, the parties hereby agree as follows:


 


SECTION 1


 


Agreement


 


		1.1	Amendment. The Agreement is hereby amended, modified and restated as follows:



 


Section 1. entitled “Definitions”
is hereby amended and restated in its entirety as follows: 


 


(a)       “Accelerated
Equity Benefit” shall mean, as applicable: (i) the continued vesting of any outstanding stock options or other equity
awards with time-based vesting during the period ending on the earlier of (x) the expiration of the term of the respective stock
option or other equity award (without giving effect to any provision of any equity incentive or stock option plan or award agreement
applicable to any such stock option or other equity award that provides for any early termination or forfeiture of any such stock
options or other equity awards by virtue of any termination of employment or other service of Employee with the Company) or (y)
the end of the applicable Severance Term, provided, however, that for avoidance of doubt, any stock option or other equity award
that includes both a performance-based vesting condition (which would include the achievement of a certain stock price or milestone)
and a time-based vesting provision, no acceleration shall be provided unless such performance-based vesting condition has been
satisfied as of the Date of Termination; or (ii) in the event of a Change of Control, the full vesting of all of Employee’s
outstanding stock options or other equity awards as of the Date of Termination. Additionally, for purpose of determining the ability
of Employee to exercise any vested outstanding stock options or other equity awards, Employee will be deemed to have ceased being
a Service Provider on the last day of the applicable Severance Term.


 


(b)       “Accrued
Obligations” shall mean (i) all accrued but unpaid Base Salary through the Date of Termination, (ii) all bonuses that
have been awarded but remain unpaid as of the Date of Termination, (iii) any unpaid or unreimbursed expenses incurred in accordance
with Section 6 hereof, (iv) any accrued but unpaid benefits provided under the Company’s employee benefit plans, subject
to and in accordance with the terms of those plans, (v) any accrued but unpaid rights to indemnification by virtue of the Employee’s
position as an officer or director of the Company or its subsidiaries and the benefits under any directors’ and officers’
liability insurance policy maintained by the Company, in accordance with its terms thereof, and (vi) any accrued but unused vacation
time through the Date of Termination.


 






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(c)       “Annual
Equity Grant” shall have the meaning ascribed to in Section 4(c) hereof.


 


(d)       “Base
Salary” shall mean the salary provided for in Section 4(a) hereof.


 


(e)       “Beneficial
Ownership” shall have the meaning set forth in in Rule 13d-3 of the Exchange Act; provided, however, that, notwithstanding
anything in Rule 13d-3 of the Exchange Act to the contrary, for purposes of Section 1(k)(1) below, a Person shall not be deemed
to have Beneficial Ownership of any shares of Common Stock underlying any Common Stock Equivalents unless and until such Person
actually acquires such shares of Common Stock upon exercise, exchange or conversion of such Common Stock Equivalents.


 


(f)       “Board”
shall mean the Board of Directors of the Company or any committee thereof.


 


(g)       “Common
Stock” shall mean the Company’s common stock, $0.01 par value per share.


 


(h)       “Common
Stock Equivalents” shall mean any securities of the kind which would entitle the holder thereof to acquire at any time,
Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(i)       “Confidentiality
Agreement” shall mean the Company’s Confidential Information and Invention Assignment Agreement previously entered
into by Company and Employee.


 


(j)       “Cause”
shall mean (i) Employee’s willful failure (except where due to a physical or mental infirmity or incapacity) or refusal
to perform in any material respect Employee’s duties and responsibilities if and to the extent that such duties and responsibilities
are reasonable and lawful, (ii) any willful or grossly negligent act of Employee that has, or could reasonably be expected
to have, the effect of injuring the business of the Company or its subsidiaries in any material respect; (iii) Employee’s
conviction of, or plea of guilty or no contest to: (x) a felony (other than a felony related to the operation of a motor vehicle),
(y) any material violation of federal or state securities laws or (z) any other criminal charge that has, or could be
reasonably expected to have, a material adverse effect on the performance of Employee’s duties to the Company or otherwise
result in material injury to the business of the Company or its subsidiaries; (iv) the willful commission by Employee of an
act of fraud or embezzlement against the Company or its subsidiaries; (v) any material violation by Employee of the written
policies of the Company or its subsidiaries to the extent provided or made available to Employee, including but not limited to
those relating to sexual harassment or business conduct and those otherwise set forth in the manuals or statements of policy of
the Company or its subsidiaries, which material violation has, or could reasonably be expected to have, the effect of injuring
the business of the Company or its subsidiaries in any material respect, or (vi) Employee’s willful and material breach
of this Agreement or the Confidentiality Agreement. For clarity, the inability of Employee to perform any or all of his duties,
responsibilities or obligations as an employee of the Company or under this Agreement or the Confidentiality Agreement, in each
case on account of Employee’s death or Employee’s physical or mental disability or infirmity, shall not be deemed or
treated as a breach of this Agreement or the Confidentiality Agreement by the Employee and shall not constitute Cause for any purpose
of this Agreement.


 






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(k)        “Change
of Control” shall mean the occurrence of any of the following events:


 


(1)       
The acquisition by a Person or its affiliates of ownership of stock of the Company if, immediately after such acquisition, such
Person and its affiliates collectively have Beneficial Ownership of issued and outstanding stock of the Company representing more
than twenty percent (20%) of the total voting power of the issued and outstanding stock of the Company; provided, however, that
for purposes of this subsection (1), the acquisition of stock by a Person from the Company in a transaction or issuance (including
pursuant to equity awards) approved by the Board will not be considered a Change of Control (even if, immediately after such acquisition,
such Person and its affiliates collectively have Beneficial Ownership of issued and outstanding stock of the Company representing
more than twenty percent (20%) of the total voting power of the issued and outstanding stock of the Company, unless at the time
of such acquisition or at any time within one year following such acquisition, the Company’s Executive Chairman is no longer
deemed a Service Provider to the Company and the change in the Executive Chairman’s status was involuntary and not the result
of a termination due to death or disability, in which case such acquisition shall be treated as a Change of Control for purposes
of this subsection (1) notwithstanding that such acquisition or the transaction that resulted in such acquisition was approved
by the Board; or


 


(2)        If,
during any period of twelve (12) months in which the Company has a class of securities registered pursuant to Section 12 of the
Exchange Act, a change in the composition of the Board occurs as a result of which fewer than a majority of the members of the
Board are Incumbent Directors; or


 


(3)        The
consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at least a majority of the total
voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately
after such merger or consolidation; or


 


(4)        The
acquisition by a Person or its affiliates (or a series of acquisitions by a Person or its affiliates during the twelve (12) month
period ending on the date of the most recent acquisition by such Person or any of its affiliates) of assets from the Company that
have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the
assets of the Company immediately prior to such acquisition or such series of acquisitions; provided, however, that the foregoing
provisions of this subsection (4) shall not be applicable to a transfer of assets by the Company to an entity, fifty percent (50%)
or more of the total value or voting power of which is owned, directly or indirectly, by the Company. For purposes of this subsection
(4), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.


 


For the avoidance of doubt, a transaction
will not constitute a Change of Control for purposes of this Section 1(k) if: (i) its primary purpose is to change the jurisdiction
of the Company’s incorporation, or (ii) its primary purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 






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For purposes of this Section, “affiliate”
will mean, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified Person (“control,” “controlled by”
and “under common control with” will mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership of voting securities, by contact or credit arrangement,
as trustee or executor, or otherwise).


 


(l)       “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


(m)        “Date
of Termination” shall mean the date on which Employee ceases to be a Service Provider to the Company.


 


(n)       “Dilutive
Event” shall mean, except in the case and to the extent of Common Stock issued upon exercise of Excluded Securities,
the issuance by the Company of Common Stock (i) at any time during the Measurement Period (including, without limitation, by virtue
of the exercise, conversion or exchange of any Qualifying Securities at any time on or prior to the end of the applicable Measurement
Period) or (ii) in connection with the exercise, conversion or exchange of any Qualifying Securities at any time after the Measurement
Period.


 


(o)       “Disability”
shall mean any physical or mental disability or infirmity of Employee that prevents the performance of Employee’s duties
for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month
period. Any question as to the existence, extent, or potentiality of Employee’s Disability upon which Employee and the Company
cannot agree shall be determined in writing by a qualified, independent physician mutually acceptable to the Company and Employee
or, if applicable, his guardian (which approval shall not be unreasonably withheld). The determination of Disability made by such
physician in writing to the Company and Employee shall be final and conclusive for all purposes of this Agreement.


 


(p)       “Effective
Date” shall mean the date on which this Amendment is signed by the parties but in no event earlier than April 1, 2020.


 


(q)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(r)        “Excluded
Securities” shall mean stock options exercisable for shares of Common Stock that are granted to officers or employees
(provided that such stock options do not exceed 10% of the Company’s issued and outstanding shares of Common Stock at the
end of the Measurement Period).


 


(s)       “Good
Reason” shall mean, without Employee’s consent, (i) except as a result of Employee voluntarily accepting or requesting
a reduction in his status as a full time employee: (A) a material diminution in Employee’s duties, or responsibilities (other
than temporarily while Employee is physically or mentally incapacitated or as required by applicable law), (B) adverse change in
Employee’s title, position, or person or entity to whom Employee reports or (C) assignment to Employee of duties not commensurate
with his position, (ii) a reduction in Base Salary as set forth in Section 4(a) hereof expect as a result of Employee voluntarily
accepting or requesting a reduction in his status as a full time employee, or (iii) any other material breach of a provision of
this Agreement by the Company (other than a provision that is covered by clause (i) or (ii) above). Notwithstanding the foregoing,
during the Term, in the event that the Company reasonably believes that Employee may have engaged in conduct that could constitute
Cause hereunder, the Company may, in its sole and absolute discretion, suspend Employee from performing Employee’s duties
hereunder for a period not to exceed 90 days, and in no event shall any such suspension constitute an event pursuant to which Employee
may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided , that no such suspension shall
alter the Company’s obligations under this Agreement during such period of suspension (including, but not limited to, payment
of Base Salary as set forth in Section 4(a) hereof).


 






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(t)       “Incumbent
Directors” means members of the Board who either (A) are members of the Board as of the date of this Agreement or (B)
are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors
at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with
an actual or threatened proxy contest relating to the election of directors to the Company).


 


(u)       “Measurement
Period” shall mean: (i) the nine (9) month period following the Effective Date, or (ii) in the event that during such
nine (9) month period, the Board authorizes or approves a Dilutive Event or the Company enters into a written agreement that contemplates
effecting a Dilutive Event, then the period of time commencing on the Effective Date and ending upon the occurrence of such Dilutive
Event, whichever is later. Provided however that in the event the Board decides to not consummate the transaction(s) contemplated
in subsection (ii) contained herein, the Measurement Period will be as provided for in subsection (i) contained in this definition.


 


(v)       “Option
Award” shall have the meaning ascribed to it in Section 4(d) hereof.


 


(w)       “Option
Award Adjustment” shall mean, in the event that the Option Award remains outstanding at the time of a Change of Control
transaction (after giving effect to the provisions under the definition of Accelerated Equity Benefit that pertain to the ability
of Employee to exercise any vested outstanding stock options or other equity awards following the last day of the applicable Severance
Term) and that, in connection with such Change of Control transaction, any then outstanding Qualifying Securities are entitled
to receive consideration in connection with such Change of Control transaction or are assumed in connection with such Change of
Control transaction, then, any such Qualifying Securities shall be deemed to be exercised, converted or exchanged in full immediately
prior to the closing of such Change of Control transaction, all of the shares of Common Stock underlying such Qualifying Securities
shall be deemed to be issued immediately prior to the closing of such Change of Control Transaction and such deemed issuance of
such shares of Common Stock shall be deemed to be a Dilutive Transaction that will result in an increase in the number of Option
Shares in accordance with the provisions contemplated in Section 4(d).


 


(x)       “Option
Shares” shall mean the shares of Common Stock underlying the Option Award.


 


(y)       “Payment
Date” shall have the meaning ascribed to it in Section 7(h) hereof.


 


(z)       “Person”
shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind or more than
such person or entity acting as a group.


 






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(aa)        “Post-Dilutive Event
Common Shares” shall mean, with respect to a Dilutive Event, the number of shares of Common Stock issued in connection
with such Dilutive Event plus the number of shares of Qualifying Common Stock outstanding immediately before such Dilutive Event.


 


(bb)        “Pre-Dilutive Event
Common Shares” shall mean, with respect to a Dilutive Event, the number of shares of Qualifying Common Stock outstanding
immediately prior to such Dilutive Event.


 


(cc)
       “Prior Inducement Grant” means the non-qualified stock option
grant, granted to employee on December 12, 2018.


 


(dd)        “Qualifying Common
Stock” shall mean (i) shares of Common Stock that are issued and outstanding at any time on or prior to the end of
the applicable Measurement Period (including, without limitation, by virtue of the exercise, conversion or exchange of any
Qualifying Securities at any time on or prior to the end of the applicable Measurement Period), plus (ii) any shares of
Common Stock that are issued at any time after the end of the applicable Measurement Period upon the exercise, conversion or
exchange of any Qualifying Securities.


 


(ee)        “Qualifying
Securities” shall mean any Common Stock Equivalents that are issued and outstanding at any time on or prior to the
end of the applicable Measurement Period.


 


(ff)        “Release of
Claims” shall mean a release of claims made by the Employee in favor of the Company and its subsidiaries in the
form attached hereto as Exhibit A (with any updates reasonably determined by the Company to be necessary to comply with
applicable law) and the execution of which is a condition precedent to Employee’s eligibility for Severance Benefits
and the Accelerated Equity Benefit in the event his employment is terminated by the Company without Cause or by Employee for
Good Reason, as described in Sections 7(d) and 7(e), or in connection with a Change of Control, as described in Section
7(g).


 


(gg)        “Severance Benefits”
shall mean (i) continued payment of the Base Salary (as in effect immediately prior to the Date of Termination and without giving
effect to any proration or any reduction to the Base Salary that gives rise to Good Reason) during the Severance Term, payable
in accordance with the Company’s regular payroll practices, (ii) either (x) a lump sum payment equal to the product of: (A)
Employee’s Target Cash Bonus for the year in which the Termination Date occurs, paid at a rate equivalent to 100% achievement
of objectives for such year and (B) a fraction, the numerator of which is the number of days the Employee was employed by the Company
during the year in which the Date of Termination occurs and the denominator of which is the number of days in such year, which
lump sum payment shall be paid on the Payment Date (as defined in Section 7(h), or (y) in the event of termination of Employee’s
employment with the Company in connection with a Change of Control as described in Section 7(g), Employee’s Target Cash Bonus
for the year in which the Date of Termination occurs, paid at a rate equivalent to 100% achievement of objectives for such year,
and (iii) if Employee qualifies for and timely elects continued coverage under the Company’s group medical plan and/or group
dental plan pursuant to Section 4980B of the Code (“COBRA”), monthly payment during the Severance Term of the amount
the Company pays on behalf of comparable employees who have elected the same level of coverage as Employee.


 






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(hh)        “Service
Provider” shall means an employee, director or consultant.


 


(ii)        “Severance
Term” shall mean: (i) in the event the Date of Termination occurs after the 9 month anniversary of the Effective Date,
(y) the twelve (12) month period, which commences on the first day following the Date of Termination by the Company without Cause
or by Employee for Good Reason, or (z) in the event of a Change of Control as described in Section 7(g), the eighteen (18) month
period commencing on the first day following the Date of Termination by the Company without Cause or by Employee for Good Reason,
or (ii) in the event the Date of Termination occurs within 9 months of the Effective Date, (a) the seven (7) month period, which
commences on the first day following the Date of Termination by the Company without Cause or by Employee for Good Reason, or (b)
in the event of a Change of Control as described in Section 7(g), the nine (9) month period commencing on the first day following
the Date of Termination by the Company without Cause or by Employee for Good Reason.


 


(jj)        “Target Cash
Bonus” shall have the meaning ascribed to it in Section 4(b) hereof.


 


(kk)        “Term”
shall have the meaning ascribed to it in Section 2 hereof.


 


Sub-Section 3(a) entitled “Position,
Duties and Responsibilities” is hereby amended and restated in its entirety as follows:


 


(a)       Position,
Duties, and Responsibilities. During the Term, Employee shall be employed and serve as Chief Executive Officer and Executive
Chairman of the Company (together with such other position or positions consistent with Employee’s title or as the Company
shall specify from time to time) and shall have such duties and responsibilities commensurate therewith, and such other duties
as may be assigned and/or prescribed from time to time by the Board or a committee thereof. During the Term, the Board will nominate
Employee for election to the Board by the Company’s stockholders; provided that Employee hereby agrees to submit written
notice of resignation of his directorship to the Board, if requested by a majority of the Board, at any time following the Date
of Termination.


 


Sub-Section 3(b) entitled “Performance”
is hereby amended and restated in its entirety as follows:


 


(b)       Performance.
Employee will be employed by the Company on a full-time basis and devote substantially all of his business time, attention, skill,
and best efforts to the performance of his duties under this Agreement and shall not engage in any other business, occupation or
activity that (x) conflicts with the interests of the Company, (y) materially interferes with the proper and efficient performance
of Employee’s duties for the Company, or (z) materially interferes with Employee’s exercise of judgment in the Company’s
best interests, with such determination to be made by the Board in its reasonable good faith discretion. Notwithstanding the foregoing,
nothing herein shall preclude Employee from: (i) continuing to serve on existing boards of directors as of the Effective Date,
(ii) performing his Professional Activities (as defined below) or (iii) undertaking other professional or charitable activities
(subject to the restrictions contained in clauses (x), (y) and (z) of this Section 3(b)), with the prior consent and approval of
the Compensation Committee, (which shall not be unreasonably withheld or delayed) of non-competing businesses and charitable organizations;
(iv) engaging in charitable activities and community affairs; and (v) managing Employee’s personal investments and affairs;
provided, however, that the activities set out in clauses (i), (ii), (iii), (iv) and (v) herein shall be limited by Employee so
as not to interfere in any material respect, individually or in the aggregate, with the performance of Employee’s duties
and responsibilities hereunder, or pose a conflict of interest or violate any provision of this Agreement such determinations to
be made at the reasonable good faith discretion of the Board. Employee represents that he has provided the Compensation Committee
with a comprehensive list of all outside professional activities with which he is currently involved or reasonably expects to become
involved at the current time (such activities, the “Professional Activities”). In the event that, during his
employment by the Company, the Employee desires to engage in other outside professional activities, not included on such list,
Employee will, prior to engaging in any such activities, first seek written approval from the Compensation Committee and such approval
shall not be unreasonably withheld.


 






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Sub-Section 4(a) entitled “Base
Salary” is hereby amended and restated in entirety as follows:


 


(a)       Base
Salary. In exchange for Employee’s performance of his duties and responsibilities, Employee initially shall be paid an
annual base salary of $525,000 (“Base Salary”), payable in accordance with the regular payroll practices of the Company.
All payments referenced in this Agreement, including the Signing Bonus, are on a gross, pre-tax basis and shall be subject to all
applicable federal, state and local withholding, payroll and other taxes. Notwithstanding the foregoing, the Base Salary will be
pro-rated in the event Employee voluntarily accepts or requests a reduction in his status as a full time employee, with the amount
of time Employee actually devotes to the performance of his duties under this Agreement.


 


Sub-Section 4(c) entitled “Annual Stock
Option Award” is hereby amended and restated in its entirety as follows:


 


(c)       Annual
Equity Award. In addition to the Base Salary and Target Cash Bonus, Employee will be eligible to receive an annual market-based
equity grant (the “Annual Equity Grant”) issued pursuant to the terms of one of the Company’s equity compensation
plans. The actual amount of such Annual Equity Grant, if any, will be determined by the Board based upon Company performance, its
financial condition (including market value and capitalization), Employee’s achievement of pre-agreed performance milestones
and any other factors that the Board, in its reasonable good faith discretion, deems appropriate. Achievement of such milestones
or any such other factors shall be determined by the Board in its reasonable good faith discretion. In connection with such grants,
the Employee shall enter into one of the Company’s standard equity grant agreements which will incorporate the vesting schedule
and other terms as determined by the Board.


 


Sub-Section 4(d) entitled “Inducement
Grant” is hereby amended and restated in its entirety as follows:


 


(d)       Retention
Grant. On the Effective Date, as an inducement for Employee’s continued employment, the Company will grant Employee an
option to purchase 471,400 shares of Common Stock, which option shall be issued pursuant to a conditional grant, subject to receiving
required shareholder approval and shall be subject to the terms and conditions set forth in this Agreement, the applicable equity
compensation plan from which it was issued, if any, and a stock option agreement to be entered by the Company and the Employee
to evidence such grant, the form of which has been made available to Employee prior to the Effective Date (the “Option Agreement”
and such grant the “Option Award”). Upon receiving shareholder approval, as a condition to the Option Award, Employee
will forfeit the Prior Inducement Grant, in its entirety, without giving effect to whether the Prior Inducement Grant is vested
or unvested. In the event of a conflict between the Option Agreement or the applicable equity compensation plan from which it was
issued, on the one hand, and this Agreement, on the other hand, with respect to the Option Award or any of the terms and conditions
thereof, this Agreement shall control. The option subject to the Option Award shall have a term of ten (10) years from the date
of grant and an exercise price equal to the closing trading price of the Common Stock on the Effective Date (or the prior closing
price if the Effective Date is on a day that the trading markets are not open). The Option Award will be subject to vesting as
follows: (i) 1/4 of the Option Award will vest on the Effective Date, and (ii) the balance of the Option Award will vest monthly
over the following thirty six (36) months; provided, however, that Employee must be a Service Provider through the applicable vesting
dates, and the Option Award shall be subject to accelerated vesting under certain circumstances in accordance with the provisions
of Section 7 hereof. The Option Award shall be subject to the terms set forth in the Option Agreement, the terms of the plan under
which it is issued, this Section 4(d), Section 7 hereof, and any other restrictions and limitations generally applicable to Common
Stock of the Company or equity awards held by similarly situated Company executives that are imposed by law. Upon the occurrence
of a Dilutive Event, the Option Shares will be increased by such number as required to make the percentage that the Option Shares
(after giving effect to such increase) represent of the Post-Dilutive Event Common Shares equal to the percentage that the number
of Option Shares immediately prior to the Dilutive Event represent of the Pre-Dilutive Event Common Shares. In addition, the Option
Shares may be increased by the Option Award Adjustment, if applicable, in connection with a Change of Control transaction. Any
increase in the number of Option Shares, as contemplated above in this Section 4(d), in connection with the occurrence of a Dilutive
Event or a Change of Control transaction shall occur automatically pursuant to the terms and conditions of the Option Award as
set forth in this Section 4(d) and the Option Agreement without any act or action required to be taken by either the Company or
Employee.


 






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Sub-Section 4(e) entitled “Signing
Bonus” is hereby removed in its entirety. 


 


Section 4 is hereby amended to contain the
following new Sub-Sections 4(e), 4(f) and 4(g):


 


(e)       Amendment
Expense Reimbursement. The Company agrees to reimburse Employee’s reasonable legal, accounting and other expenses incurred
in connection with the negotiation, drafting and execution of this Amendment and any agreements ancillary to this Amendment, in
an amount not to exceed $5,000.


 


(f)       Directors’
and Officers’ Liability Insurance. Employee shall be designated as a “covered person” under the Company’s
Director’s and Officer’s insurance coverage, if any, and shall be covered to the same extent as other directors and
executive officers, including following the termination of Employee’s employment for any reason for the maximum statute of
limitations period which could apply to any claim against Employee which otherwise would be covered by such insurance.


 


(g)        Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation
paid to the Employee under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under
any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be
required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by
the Company pursuant to any such law, government regulation or stock exchange listing requirement).


 


Section 7 is hereby amended and restated
in its entirety as follows:


 


Section 7.        Termination of Employment.


 


(a)        General.
Employee’s employment with the Company shall terminate upon the earliest to occur of: (i) Employee’s death, (ii) a
termination by reason of Employee’s Disability, (iii) a termination by the Company with or without Cause, or (iv) a termination
by Employee with or without Good Reason.


 






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(b)        Termination
Due to Death or Disability. Employee’s employment under this Agreement will terminate automatically upon Employee’s
death. The Company also may terminate Employee’s employment immediately upon the occurrence of a Disability, such termination
to be effective upon Employee’s receipt of written notice of such termination. In the event of Employee’s termination
as a result of Employee’s death or Disability, Employee’s or Employee’s estates or beneficiaries, as the case
may be, will be entitled to receive the Accrued Obligations. Employee shall have no further rights to any compensation or any other
benefits under this Agreement.


 


(c)        Termination
by the Company with Cause.


 


(i)        The
Company may terminate Employee’s employment at any time with Cause, effective upon Employee’s receipt of written notice
of such termination; provided, however, that with respect to any Cause termination relying on clause (i), (ii), (v), or (vi) of
the definition of Cause set forth in this Agreement, to the extent that such act or acts or failure or failures to act are curable,
Employee shall be given thirty (30) days’ written notice by the Company of its intention to terminate his employment with
Cause, such notice to state the act or acts or failure or failures that constitute the grounds on which the proposed termination
with Cause is based, and such termination shall be effective at the expiration of such thirty (30) day notice period unless Employee
has fully cured such act or acts or failure or failures to act, to the Board’s complete satisfaction, that give rise to Cause
during such period.


 


(ii)        In
the event that the Company terminates Employee’s employment with Cause, Employee shall be entitled only to the Accrued Obligations.
Following such termination of Employee’s employment with Cause, except as set forth in this Section 7(c)(ii), Employee shall
have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s
sole and exclusive compensation upon a termination of employment by the Company with Cause shall be receipt of the Accrued Obligations.


 


(d)        Termination
by the Company without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon
Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by
the Company without Cause (other than due to death or Disability) and, with respect to the Severance Benefits and the Accelerated
Equity Benefits, provided that he fully executes and does not revoke an effective Release of Claims as described in Section 7(h),
then, except as otherwise provided in Section 7(g), Employee shall be entitled to:


 


(i)       the
Accrued Obligations;


 


(ii)       the
Severance Benefits; and


 


(iii)       the
Accelerated Equity Benefit.


 


Notwithstanding the foregoing, the Severance
Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the
event that Employee is found by a court of competent jurisdiction to have breached this Agreement, any provision of the Confidentiality
Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or
any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by
the Company without Cause, except as set forth in this Section 7(d) or 7(g), Employee shall have no further rights to any compensation
or any other benefits under this Agreement. For the avoidance of doubt, except as otherwise provided in Section 7(g), Employee’s
sole and exclusive compensation upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance
Benefits and Accelerated Equity Benefits subject to his execution of the Release of Claims, and (ii) the Accrued Obligations. If
the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or
hereby authorizes deductions from future Severance Benefit amounts so long as such deduction does not violate Section 409A of the
Code.


 






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(e)        Termination
by Employee with Good Reason. Employee may terminate his employment with Good Reason by providing the Company at least thirty
(30) days’ written notice setting forth in reasonable specificity, the event that constitutes Good Reason, which written
notice, to be effective, must be provided to the Company on or prior to the later of: (i) within thirty (30) days of the occurrence
of such event or (ii) promptly upon Employee’s actual knowledge of such event. During such notice period, the Company shall
have a cure right (if curable), and if not cured within such period, Employee’s termination will be effective upon the expiration
of such cure period, and Employee shall be entitled to the same payments and benefits as provided in Section 7(d) hereof, subject
to the same conditions on payment and benefits as described in Section 7(d) hereof. Following such termination of Employee’s
employment by Employee with Good Reason, except as set forth in this Section 7(e) or as otherwise provided in Section 7(g), Employee
shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except
as otherwise provided in Section 7(g), Employee’s sole and exclusive compensation upon a termination of employment with Good
Reason shall be receipt of the same payments and benefits described in Section 7(d) hereof, subject to the same conditions on payment
and benefits as described in Section 7(d).


 


(f)        Termination
by Employee without Good Reason. Employee may terminate his employment without Good Reason by providing the Company at least
thirty (30) days’ written notice of such termination. In the event of a termination of employment by Employee under this
Section 7(f), Employee shall be entitled only to the Accrued Obligations. In the event of termination of Employee’s employment
under this Section 7(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination
without changing the characterization of such termination as a termination by Employee without Good Reason. Following such termination
of Employee’s employment by Employee without Good Reason, except as set forth in this Section 7(f) or as otherwise provided
in Section 7(g), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the
avoidance of doubt, Employee’s sole and exclusive compensation upon a termination of employment by Employee without Good
Reason shall be receipt of the Accrued Obligations.


 


(g)        Termination
in connection with a Change of Control. In the event that Employee’s employment is terminated in the three (3) month
period preceding or the twelve (12) month period following a Change of Control: (a) by the Company for any reason other than as
a result of Employee’s death or Disability pursuant to Section 7(b) or Cause as provided in Section 7(c), or (b) by Employee
with Good Reason pursuant to Section 7(e), then Employee shall be entitled to (in lieu of, and not in addition to, any payments
described in Section 7(d) or (e) of this Agreement):


 


(i)       the
Accrued Obligations;


 


(ii)       the
Severance Benefits; and


 


(iii)       the
Accelerated Equity Benefit.


 






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Notwithstanding the foregoing, the Severance
Benefits shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the
event that Employee is found by a court of competent jurisdiction to have breached this Agreement, any provision of the Confidentiality
Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or
any of Employee’s post-employment obligations to the Company. If the Company makes overpayments of Severance Benefits, Employee
promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts.


 


(h)        Release.
Notwithstanding any provision herein to the contrary, the payment of the Severance Benefits and the provision of the Accelerated
Equity Benefit, pursuant to subsection (b), (d), (e) or (g) of this Section 7, shall be conditioned upon Employee’s execution,
delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in
such Release of Claims) in accordance with the time limits set forth therein (and, in all events, within sixty (60) days following
the Date of Termination); provided, that, in the case of Employee’s death or Disability, such actions shall be taken by a
representative with authority to bind Employee or, if applicable, his estate. If Employee or his representative fails to execute
the Release of Claims in such a timely manner, or timely revokes Employee’s acceptance of such release following its execution,
Employee and his estate or beneficiaries shall not be entitled to any of the Severance Benefits or the Accelerated Equity Benefit.
Payment of the Severance Benefits will commence (or, at the election of the Company, may be paid in a lump-sum cash payment rather
than in installments during the Severance Term) on the first regular Company payday that is at least five (5) business days following
the date the Company receives a timely, effective and non-revocable Release of Claims (the “Payment Date”); provided,
however, that the first payment will be retroactive to the day immediately following the Date of Termination. Payment of the bonus
contained in the Severance Benefits defined in Section 1(gg) will also be made on the Payment Date. Notwithstanding the foregoing,
to the extent that any portion of the Severance Benefits or the bonus contained in the Severance Benefits defined in Section 1(gg)
constitutes “non-qualified deferred compensation” subject to Section 409A of the Code, any payment of such portion
scheduled to occur prior to the sixtieth (60th) day following the date of Employee’s termination of employment hereunder,
but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled
payroll date following such sixtieth (60th) day unless otherwise permitted by Section 409A of the Code, after which any remaining
such benefits shall thereafter be provided to Employee according to the applicable schedule set forth herein. If the sixty (60)
day period following Employee’s separation from service begins in one calendar year and ends in a second calendar year (a
“Crossover 60-Day Period”), and if there are any payments due to Employee that are: (i) conditioned on Employee signing
and not revoking a release of claims and (ii) otherwise due to be paid during the portion of, the Crossover 60-Day Period that
falls within the first year, then such payments will be delayed and paid in a lump sum during the portion of the Crossover 60-Day
Period that falls within the second year.


 


Section 19 is hereby amended and restated
in its entirety as follows:


 


Section 19.         Entire Agreement.
This Agreement, together with Release of Claims, Confidentiality Agreement, the Indemnification Agreement, and any stock option
agreement entered into between the Company and Employee thereunder, constitute the entire understanding and agreement of the parties
hereto regarding the employment of Employee. This Agreement supersedes all prior negotiations, discussions, correspondence, communications,
understandings, and agreements between the parties (including without limitation that any term sheet or offer letter that may have
been given to Employee) relating to the subject matter of this Agreement.


 






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1.2       Additional Changes.
Any necessary undertaking or changes to the Employment Agreement in order to effect the intent of the amended and restated
terms of the Employment Agreement contained in and contemplated by this Amendment are hereby approved. Notwithstanding the foregoing,
except for the purposes contained herein, no other section of the Employment Agreement will be modified as a result of this Amendment.


 


1.3.       Effectiveness.
This Amendment shall become effective on the Effective Date.


 


SECTION 2


Miscellaneous


 


2.1       Amendment to Employment
Agreement. The Employment Agreement shall be henceforth deemed to be amended, modified and supplemented in accordance with
the provisions hereof, and the respective rights, duties, and obligations under the Employment Agreement shall hereafter be determined,
exercised and enforced under the Employment Agreement, as amended by this Amendment, subject in all respects to such amendments,
modifications, and supplements and all terms and conditions thereof.


 


2.2       Entire
Agreement. This Amendment constitutes the full and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.


 


2.3       Counterparts. This Amendment may
be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.


 


2.5       Governing Law.
This Amendment shall be construed in accordance with and governed by Section 15 of the Employment Agreement.


 


(signature page follows)


 


 


 


 


 


 


 



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The undersigned have caused this Amendment to be executed as of
the date first written above.


 





	 	SENECA BIOPHARMA, INC.	 
	 	 	 
	 	Signed:  	 	 
	 	By:	David J. Mazzo, PhD	 
	 	Its:	Compensation Committee Member	 
	 	 	 
	 	 	 
	 	EMPLOYEE	 
	 	 	 
	 	Signed:  	 	 
	 	By:  	Kenneth C. Carter, PhD	 
	 	 	 
	 	 	 



 


 











 


 


 


 


 


 


 







 


 


 


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