Exhibit 10.1


 





SEPARATION AGREEMENT AND GENERAL RELEASE


 


This TRANSITION
Agreement and General Release (the “AGREEMENT”) is made and entered by and between Hoth Therapeutics, Inc., including
its parents, subsidiaries, and affiliates, (collectively, the “COMPANY”), on the one hand, and Stefanie Johns (“EMPLOYEE”),
on the other hand (EMPLOYEE and the COMPANY are collectively referred to herein as the “Parties”)
in order to set forth all obligations between the PARTIES.


 


WHEREAS, EMPLOYEE entered
into an employment relationship with the COMPANY memorialized by an Employment Agreement effective September 8, 2020, and as modified
by a February 1, 2021 amendment, a July 1, 2022 amendment, and a November 10, 2022 amendment (collectively, the “Employment Agreement””);


 


WHEREAS, EMPLOYEE’s
employment, and the Employment Agreement (except as otherwise indicated herein), terminated on December 9, 2022 (the “SEPARATION
DATE”);


 


NOW, THEREFORE, for
and in consideration of the mutual promises herein contained, for good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, and in exchange for EMPLOYEE’S execution of this AGREEMENT, the Parties
agree as follows:


 


1. The
COMPANY and EMPLOYEE agree that: (a) EMPLOYEE’s last day of employment with the COMPANY was the Separation
Date; (b) EMPLOYEE shall not apply for or otherwise seek employment with the COMPANY or any of its subsidiaries or affiliates at
any time after the SEPARATION DATE; and (c) EMPLOYEE shall return all property of the COMPANY, including, but not limited to, access keys
or cards, cell-phones, laptop computers, MiFi device, printers/scanner, projectors, answering machines, modems, manuals, calculators,
handbooks, files, papers, memoranda, letters, facsimiles, computer software and financial data on the SEPARATION DATE.


 


2. In
exchange for the promises and covenants herein, the COMPANY shall:


 


(a) Provide
EMPLOYEE with a gross payment of AMOUNT equivalent to six (6) months of the base salary paid to EMPLOYEE immediately prior to the SEPARATION
DATE, less all applicable withholdings and deductions (the “SEPARATION PAYMENT”). This amount shall be paid in the next regular
payroll period after the EFFECTIVE DATE, as described below;


 


(b) Provide
EMPLOYEE with continuation of any benefits under any COMPANY-sponsored health and medical plans on the same terms and conditions in effect
immediately prior to the SEPARATION DATE for a period of six (6) months from the SEPARATION DATE. EMPLOYEE agrees that should she become
eligible for, and secure equivalent or greater benefits through, an alternative source at any time during this six (6) month period, EMPLOYEE
shall immediately notify the COMPANY, and the COMPANY’s obligations under this Paragraph 2(b) shall cease; and


 






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(c) Waive
the restrictions set forth in Paragraph 9(b)(1) of the Employment Agreement.


 


(d) EMPLOYEE
acknowledges that each of the benefits described in Paragraphs 2(a)-(c) (together, the “CONSIDERATION”) independently constitute
valid and adequate consideration for the covenants, promises, and releases by EMPLOYEE contained herein and that EMPLOYEE will be paid
all compensation to which she is otherwise entitled to receive through the SEPARATION DATE on the next regularly scheduled payroll date
after the SEPARATION DATE. EMPLOYEE acknowledges that she is not entitled to and will not seek any further consideration, costs, or attorneys’
fees from the COMPANY or RELEASED PARTIES (defined in Paragraph 3) other than that to which EMPLOYEE is entitled pursuant to this AGREEMENT,
including any other payment, wages, incentive units (including any unvested portion of the equity award referenced in Paragraph 4(c) of
the Employment Agreement), bonuses (including the bonus referenced in Paragraph 4(b) of the Employment Agreement), reimbursements, vacation
pay, or health or other benefit or payment of any kind (including any payments referenced in Paragraph 6 of the Employment Agreement).


 


3. In
exchange for the CONSIDERATION that EMPLOYEE will receive under this AGREEMENT, EMPLOYEE, on behalf of herself, her heirs, spouses, successors,
current and former agents, representatives, attorneys, assigns, executors, beneficiaries, and administrators, hereby releases and forever
discharges the COMPANY and each and all of its current and former parents, divisions, subsidiaries, affiliates, predecessors, successors,
assigns, officers, directors, attorneys, shareholders, agents, representatives and employees (collectively, the “Released
Parties’) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, actions,
causes of action, whether accrued or to be accrued, suits, rights, demands, costs, losses, debts and expenses (including, but not limited
to, any attorneys’ fees incurred by EMPLOYEE) of any nature whatsoever, whether in law or in equity, whether known or unknown and under
any legal theory whatsoever, which EMPLOYEE now has or ever may have had against the Released
Parties, up through the effective date of this AGREEMENT including, but not limited to, any and all matters related in any way
to EMPLOYEE’s employment with or separation from the COMPANY, EMPLOYEE’S compensation, bonuses, or equity interest with the
COMPANY, as well as all claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of
the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income and Security
Act of 1974, the Sarbanes-Oxley Act, the Worker’s Adjustment and Retraining Notification Act, New York State Human Rights Law, the
New York Equal Pay Law, the New York State Civil Rights Law, the New York Off-duty Conduct Lawful Activities Discrimination Law, the New
York State Labor Relations Act, Article 23-A of the New York State Corrections Law, the New York Whistleblower Statute, the New York Paid
Family Leave Law, the New York State Paid Sick Time Act, the New York State Worker Adjustment and Retraining Notification Act, the retaliation
provisions of New York Workers’ Compensation Law, the New York Labor Law, the New York City Administrative Code, the New York City Human
Rights Law, the New York City Earned Safe and Sick Time Act, the Ohio Fair Employment Practices Law, the Ohio Equal Pay Act, the Ohio
Pregnancy Discrimination/Maternity Leave Act, the Ohio Whistleblower Law, the Ohio Wage Payment Law, the Ohio Minimum Wage Law, and all
Ohio (inclusive of county and city laws) employment, whistleblower, human rights, labor and wage laws, and all other laws, including but
not limited to, and any other federal, state or local anti-discrimination, wage or employment related laws and any other contractual or
tort claims related in any way to EMPLOYEE’s employment with or separation from the COMPANY, including but not limited to any claims
arising under the Employment Agreement, and claims for unpaid compensation, bonuses (including the bonus referenced in Paragraph 4(b)
of the Employment Agreement), expenses, severance, benefits or equity (including any unvested portion the equity award referenced in Paragraph
4(c) of the Employment Agreement).


 


EMPLOYEE acknowledges that the
enumeration of specific rights, claims, and cause of action being released should not be construed to limit the general scope of this
AGREEMENT. It is the intent of EMPLOYEE and the COMPANY that by this AGREEMENT, EMPLOYEE is giving up all rights, claims and causes of
action against the RELEASED PARTIES which accrued prior to the SEPARATION DATE, including any claims arising under the Employment Agreement,
whether or not EMPLOYEE is aware of them and whether or not any damage or injury has yet occurred. Notwithstanding the foregoing, nothing
in this AGREEMENT shall relieve the Parties of the continuing obligations under this AGREEMENT.


 






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4. EMPLOYEE
represents that she has not filed any cause of action, claim, charge or other action or proceeding against the COMPANY or any other RELEASED
PARTIES as defined in Paragraph 3 of this AGREEMENT. EMPLOYEE also agrees never to file any claim or initiate any legal action asserting
any claims that are released in Paragraph 3 of this AGREEMENT. Notwithstanding the foregoing, this AGREEMENT does not affect EMPLOYEE’s
right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), or any similar state or local agency, or
to participate in any investigation conducted by the EEOC, or any similar state or local agency, but EMPLOYEE acknowledges that she is
not entitled to any other monies other than those payments described in this AGREEMENT.


 


5. The
Parties agree that they and their agents will not publicize or disclose, directly or indirectly,
the terms, conditions or existence of this AGREEMENT to anyone other than their attorneys, accountants, and financial advisors. The Parties
further agree that they will advise any individual to whom the terms, conditions or existence of this AGREEMENT have been disclosed (the
“Recipients”) of the confidentiality requirements of this paragraph, will secure
the agreement of all Recipients to abide by such confidentiality requirements, and will
use their best efforts to ensure that the confidentiality requirements are complied with in all respects.


 


6. EMPLOYEE
agrees that she will not, directly or indirectly, make or allow or cause others to make, whether in oral, print, electronic or other form,
any statement or take any action that reasonably could be construed to be a false, derogatory, disparaging or misleading statement of
fact or a libelous or slanderous statement of fact concerning: (a) the COMPANY or any of its current and former parents, divisions, subsidiaries,
affiliates, predecessors, successors, assigns, officers, directors, attorneys, shareholders, agents, representatives or employees; or
(b) any product or method or system designed, produced, or sold by the COMPANY.


 


7. EMPLOYEE
acknowledges and agrees that certain provisions of the Employment Agreement survive the termination of the Employment Agreement and the
termination of EMPLOYEE’s employment, and EMPLOYEE agrees to continue to comply with such provisions in accordance with the terms
thereof. Specifically, EMPLOYEE agrees to comply, and continue to comply with Section 8 (Disclosure of Confidential Information), Section
9 (except as modified in Paragraph 2(c) above), and Section 10 (Clawback Rights), each of which are incorporated by reference as if fully
set forth herein.


 


8. EMPLOYEE
agrees that if it is found by a court of law that she has violated any of her obligations under Paragraphs 3, 4, 5, 6, or 7 of this AGREEMENT,
she shall indemnify the COMPANY from and against any and all judgments, damages, losses, liabilities, attorneys’ fees, costs and other
expenses incurred as a result of EMPLOYEE’s violation(s). Further, in the event of a breach or threatened breach of Paragraph 7
of this AGREEMENT (inclusive of Sections 8-10 of the Employment Agreement incorporated by reference, except as modified in Paragraph 2
above), the COMPANY shall be entitled to all remedies set forth in Section 12(a) of the Employment Agreement.


 


9. This
AGREEMENT shall not be construed as an admission of any sort by either of the Parties,
nor shall it be used as evidence in a proceeding of any kind, except one in which one of the Parties
alleges breach of the terms of this AGREEMENT or one in which one of the Parties elects
to use this AGREEMENT as a defense to any claim barred by the AGREEMENT.


 


10. This
AGREEMENT represents the entire agreement between the Parties with respect to the subject
matters addressed herein and supersedes all prior agreements between the Parties, whether
written or oral, except as expressly indicated herein. This AGREEMENT may not be altered or amended, except in a written document executed
by the Parties, which document specifically references this AGREEMENT. Should EMPLOYEE
seek to challenge the validity of this AGREEMENT or any provision thereof, EMPLOYEE shall, as a pre-condition, return to the COMPANY the
CONSIDERATION provided for in Paragraph 2(a) of this AGREEMENT. Further, if the EMPLOYEE asserts a claim against the COMPANY that was
released by this AGREEMENT, the COMPANY shall be entitled to repayment of the CONSIDERATION provided for in Paragraph 2(a) of this AGREEMENT,
as well as its attorneys’ fees and costs in obtaining repayment of these sums and in obtaining a dismissal of any claims filed against
the COMPANY that are released by this AGREEMENT.


 






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11. If
any provision contained in this AGREEMENT should be proven unlawful or unenforceable, that provision will be considered as never written,
but that will not affect the validity of the remaining promises, releases and covenants made by EMPLOYEE in this AGREEMENT.


 


12. The
Parties agree that a failure by any party at any time to require performance of any provision
of this AGREEMENT shall not waive, affect, diminish, obviate or void in any way that party’s full right or ability to require performance
of the same, or any other provisions of this AGREEMENT, at any time thereafter.


 


13. The
terms of this AGREEMENT are the result of negotiations between the Parties and there shall
be no presumption that any ambiguities in the AGREEMENT should be resolved against any party to this AGREEMENT. Any controversy concerning
the construction of this AGREEMENT should be decided neutrally in light of conciliatory purposes, and without regard to authorship.


 


14. This
AGREEMENT shall be interpreted, enforced and governed under the laws of the State of New York. Any recourse for any alleged violation
of any provision of this AGREEMENT shall be addressed exclusively through an action for breach of contract in a federal or state court
of competent jurisdiction in New York.


 


15. The
Parties warrant and represent that they have read and understand the foregoing provisions
of this AGREEMENT and that they and their respective signatories are fully authorized and competent to execute this AGREEMENT on their
behalf. EMPLOYEE further warrants and represents that she has not previously assigned or transferred any claims that are the subject of
the release contained in Paragraph 3 herein.


 


16. This
AGREEMENT may be signed in counterparts and transmitted by facsimile or electronic copies. A facsimile or electronic signature shall be
deemed as effective as an original.


 


17. EMPLOYEE
warrants that she is fully competent to enter into this AGREEMENT and acknowledges that she has been afforded the opportunity to review
this AGREEMENT with her attorney for at least ten (10) calendar days, that she has consulted with her attorney, that she has read and
understands this AGREEMENT, and that she has signed this AGREEMENT freely and voluntarily. This AGREEMENT shall become effective immediately
upon execution by both PARTIES (the “EFFECTIVE DATE”).


 


PLEASE READ CAREFULLY. THIS
AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. To signify the PARTIES’ agreement to the terms of this AGREEMENT,
the PARTIES have executed this AGREEMENT on the date set forth beneath their signatures which appear below.


 


	By:	/s/ Robb Knie	 	12/9/2022
	 	Robb Knie	 	Date
	 	CHIEF EXECUTIVE OFFICER	 	 
	 	HOTH THERAPEUTICS, INC.	 	 
	 	 	 	 
	By	/s/ Stefanie Johns	 	12/9/2022
	 	STEFANIE JOHNS	 	Date



 


 


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