Exhibit 10.1


 


December 31, 2015


 


To : John Militello


430 East 29th Street,


Suite 940


New York, NY 10016


 


Dear John,


 


We are pleased to offer you a position
with Immune Pharmaceuticals Inc. (“Immune Pharmaceuticals” or the “Company”) in accordance with the terms
and subject to the conditions specified herein below:


 





		1.	Position and Duties:



You will function as the Vice
President of Finance, Controller, and Chief Accounting Officer, and will perform all duties as determined necessary by the Chief
Executive Officer (the “CEO” or, your “Supervisor”). This is a full-time position for which you agree to
devote 100% of your working hours. You will work primarily from Company’s New York office, but periodically may be required
to travel domestically and internationally in accordance with Company’s business needs. It is understood that you may engage
in charitable activities and community affairs, provided that these activities do not materially interfere with the proper performance
of your duties and responsibilities to Company, or create a conflict of interest.


 


		2.	Term:



  The term of your employment commenced on April 27, 2015 as amended December 31, 2015 and the terms of this agreement constitute your amended and restated employment agreement. The term of your employment shall continue, unless terminated by either you or Company as set forth in Section 7 below (all periods of your employment with the Company under this employment agreement, the “Term”). Please note that neither this employment agreement nor any other oral or written representations constitute a contract of employment with Company for any guaranteed specific period of time, and that Company shall have the discretion to determine whether or not you will be required to continue to perform your regular duties and/or report to work during any relevant notice period.




 


		3.	Compensation:



  Your annual base salary shall be $220,000; less required and authorized deductions (the “Base Salary”), with such Base Salary paid to you on a prorated semi-monthly basis in accordance with Company’s regular payroll practices. It is agreed that during the Term your Base Salary shall not be decreased at any time without your prior written consent. As you know, your position is classified as exempt for purposes of federal wage-hour law and therefore you are not entitled to overtime pay.




 


  In addition to the Base Salary, you will have the opportunity to earn additional compensation via an Incentive Plan, attached to this letter agreement as Schedule A, as amended from time to time.




 


		4.	Paid Time Off and Benefits:



You will be eligible to participate
in all employee benefit plans, programs and arrangements, and all fringe benefits and perquisites that are made available to senior
executives of Immune Pharmaceuticals, including but not limited to health insurance coverage in accordance with the terms of the
Immune Pharmaceuticals health insurance plan.


 


You are entitled to take 21
days of paid time off per calendar year (prorated, for partial years of employment), in addition to Company-designated holidays,
in each case, in accordance with Company policy and in coordination with your Supervisor. Please note that you shall be permitted
to carryover up to 5 days from one calendar year to the next, and shall forfeit any accrued but unused vacation days above such
amount. Upon your termination of employment for any reason you shall be entitled to payment for a maximum of 15 accrued but unused
days.


 






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In accordance with Company policy,
you are entitled to reimbursement for those expenses reasonably incurred by you in connection with your employment duties, upon
your submission of an expense report to the CEO of Company, provided that such expense report is in form and in substance satisfactory
to Company, and is submitted within thirty days of your incurring such expenses and provided further that such expenses are in
line with the Company’s expense policy, as may be amended from time to time.


 


		5.	Company Property:



During the Term, Immune Pharmaceuticals
may provide you with the benefit of using Company property, such as a laptop and/or cell phone. Your use of such Company property
must be in accordance with Company guidelines, and you are obligated to return any such property to Company upon its request, and
in any case upon the termination of your employment for any reason.


 


		6.	Confidentiality:



Your continued employment is
dependent upon your signing and complying with the terms of the Non-Disclosure and Non-Competition Agreement (“NDNC”)
attached to this letter agreement as Schedule B.


 


		7.	Termination:



You employment may be terminated at any time as follows:


 


		(a)	Termination upon Death or Disability. The Term shall automatically
end upon your death or Disability. For purposes of this letter agreement, “Disability” shall be defined as your failure
to perform your regular duties on account of a physical or mental illness for a period of thirty consecutive workdays, or forty-five
days in any six-month period. 



 


		(b)	Termination for Cause. At any time, Company has the right
to immediately terminate your employment for Cause. For purposes of this letter agreement, “Cause” shall be defined
as your (i) failure to substantially perform the duties of your position for a period of at least fifteen calendar days following
Company’s written notice of such failure; (ii) engaging in conduct, which in Company’s sole discretion, is demonstrably
and materially injurious to Company, and which does not cease immediately following your receipt of written notice from Company
specifying the nature of such conduct; (iii) acting in a manner which constitutes gross negligence or willful misconduct with respect
to your duties to Company; (iv) misappropriating corporate assets or corporate opportunities, or any other acts of dishonesty or
breach of fiduciary obligations to Immune Pharmaceuticals or its affiliated corporate entities; (v) committing a felony, or a misdemeanor
involving moral turpitude (including the entry of a plea of nolo contendre); (vi) engaging in theft, embezzlement, self-dealing,
or an act which causes material damage to Company and/or any of its related corporate entities, officers or directors, or (vii)
materially violating this Agreement or your signed Non-Disclosure Non-Competition Agreement (“NDNC”).



 


		(c)	Termination for Good Reason. You shall be entitled to terminate
your employment with Company for "Good Reason," which shall be defined as a: (i) material change to your role at Company
which was not agreed upon with you; (ii) material breach by Company or any of its affiliated corporate entities of their material
obligations to you; or (iii) failure of Company to obtain the assumption in writing of its obligations under this letter agreement
by any successor to all or substantially all of its business or assets within fifteen days after any merger, sale, liquidation
or dissolution of Company, in each case absent your consent. In order to qualify as a termination for Good Reason, you must give
written notice to the Board of Company within fourteen calendar days of the occurrence of one of the above events, and Company
must fail to cure within thirty calendar days of receiving such notice from you. 



 


		(d)	Termination without Cause. Your employment may be terminated
by Company without Cause upon written notice from Company to you. Upon such termination, you shall be entitled to three months
Base Salary, upon your signing of a release in form and in substance satisfactory to Company. In the event of a termination without
Cause, Company shall in its discretion determine based on its business needs, the appropriate notice period and whether or not
you will be obligated to report to work during such notice period. Upon termination for a change of control you will be entitled
to six months base salary. 



 






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		(e)	Termination by you. Your employment may be terminated by you
for any reason at any time upon four weeks’ written notice from you to Company. In the event of such termination, Company
shall have the right to determine whether or not you will be obligated to report to work during such notice period. 



 


		(f)	Notice of Termination. In the event of a termination of your
employment for any reason, written notice of such termination must be given by one party to the other via certified or registered
mail, email, fax, or by hand, and such notice shall be deemed to have been received three days after mailing, twenty-four hours
after sending an email or fax, or immediately upon confirmation of receipt.



 


		(g)	Transition. Regardless of the circumstances surrounding your
termination of employment, it is agreed that upon such termination, you will return to Company all Company property and will make
every effort to facilitate the orderly transition of your duties and responsibilities. 



 


		8.	Dispute Resolution:



In the event of a dispute between
you and Company arising out of or related to your employment with Immune Pharmaceuticals (with the exception of disputes arising
under the NDNC), it is agreed that any such dispute shall be settled by means of arbitration administered under New York law by
the American Arbitration Association (“AAA”) located in the State of New York and conducted in accordance with the
AAA’s Employment Rules. In such arbitration, the arbitrator (i) shall not amend or modify the terms of this letter agreement
or of any Company policy, and (ii) shall render a decision within ten business days from the closing statements or submission of
post-hearing briefs by the parties. The arbitration award shall be final and binding, and any state or federal court shall have
jurisdiction to enter a judgment on such award. This requirement to arbitrate disputes shall apply to all claims and demands, including,
without limitation, any rights you may assert under any federal, state, or local laws or regulations applicable to your employment
with Company.


 


		9.	Section 409A of the Internal Revenue Code of 1986, as amended:



The intent
with respect to any and all payments and benefits under this letter agreement (including Schedule A), is that such payments and
benefits either: (i) do not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the
Internal Revenue Code (“Section 409A”), and therefore are exempt from Section 409A, or (ii) are subject to a “substantial
risk of forfeiture” and are exempt from Section 409A under the “short−term deferral rule” set forth in
Treasury Regulation §1.409A−1(b)(4). In any event, it is confirmed that the intent is to have all provisions of this
letter agreement (including Schedule A) construed, interpreted and administered in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A.


 


During your employment with Company, you
will be expected to abide by all Company policies, as established from time to time. Please note that the terms of your employment,
as well as your post-employment obligations, will be governed by such Company policies, the NDNC, and the terms of this letter
agreement, which supersedes any prior agreements, whether oral or written, between you and Company. In addition, all matters related
to your relationship with Company shall be governed by New York law.


 


To signify your agreement with the terms
of employment as set forth in this letter agreement, please sign below where indicated, and send a copy of the signed letter agreement
(including signed Schedule B) to . Please note that the terms of this letter agreement may be amended only via a writing signed
by both you and an officer of Company.


 


We are confident in your ability to continue
to contribute to Company's growth and success, and are happy to continue to have you as a valuable member of the Immune Pharmaceuticals
team.


 






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	 	Sincerely,
	 	 
	 	IMMUNE PHARMACEUTICALS INC.
	 	 
	 	 
	 	By: /s/ Daniel Teper
	 	Name: Daniel Teper
	 	Title: CEO










  





	Acknowledged and Accepted by: 	/s/ John Militello	 
	 	  John Militello	 







  


Date: December 31, 2015


 



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SCHEDULE A


 


Incentive Plan:


 


		1.	Equity



 


You shall be entitled to receive
an option to purchase 125,000 shares of common stock of the Corporation, par value $0.0001 each (the “Shares”), under
the Immune Pharmaceuticals Inc. 2015 Equity Incentive Plan (the “Plan”), vesting over a period of three (3) years,
commencing on the date of grant, whereby 33.33% of the Shares shall vest on the first year anniversary from the date of grant (the
“Anniversary”), and the remainder 66.66% of the Shares shall vest in equal portions at the end of each three months
period, over the course of a two (2) years period commencing on the Anniversary, subject to the full acceleration of any and all
unvested options in the event of a Change of Control.


 


		2.	Bonus:



 


You are eligible for an annual
incentive award for each calendar year of the Term, upon your achievement of mutually agreed upon goals, of an annual bonus of
up to 35% of your base salary or $77,000, which may be granted in cash or in equity equivalent (with such equivalent to be determined
as of the date of the equity grant). The Board or any designated compensation committee shall have the sole discretion to determine
whether you have met the mutually agreed upon goals set of goals, and the amount of such incentive award to be granted to you.
The incentive award shall be paid to you in accordance with Company's annual incentive award payment practices and schedule for
senior executives of the Company. Please note that in order to receive such incentive award, you must be employed by Company, without
notice of any termination having been given, on the date that such incentive award is scheduled to be paid.


 






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