Exhibit
10.1


 


2023
EXECUTIVE EMPLOYMENT AGREEMENT


 


This
2023 Executive Employment Agreement (this “Agreement”), effective as of December 30, 2022, is by and between NEXGEL
INC., a Delaware corporation (the “Company”), and Adam Levy, an individual (the “Executive”). The
Company and the Executive shall sometimes be referred to herein individually as a “Party” and collectively as the
“Parties”.


 


BACKGROUND


 


A.
The Company and Executive are parties to that certain Executive Employment Agreement dated November 4, 2021 which expires on December
31, 2022 (the “Prior Agreement”). The Company and the Executive desire to terminate the Prior Agreement and simultaneously
enter into this Agreement to replace the Prior Agreement in its entirety.


 


B.
The Company and the Executive desire to terminate the Prior Agreement and simultaneously enter into this Agreement with the terms
and conditions set forth herein.


 


AGREEMENT


NOW,
THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:


 





1.
Employment. The Company hereby agrees to continue to employ Executive as President and Chief Executive Officer and Executive
hereby accepts such employment upon the terms and conditions set forth herein and agrees to perform duties as assigned by the Company.
The Executive’s employment, as provided herein, shall commence on January 1, 2023 (the “Effective Date”) and
shall continue for a period of one year thereafter unless earlier terminated pursuant to Section 8 (“Term”). It is
the intention of the Company Board of Directors (the “Board”) to evaluate the Executive’s performance prior
to the end of the Term and potentially enter into an employment agreement with a longer term as the sole discretion of the Company. It
is understood and agreed by the Company and Executive that this Agreement does not contain any promise or representation concerning the
duration of Executive’s employment with the Company. Executive specifically acknowledges that his employment with the Company is
at-will and may be altered or terminated by either Executive or the Company at any time, with or without cause and/or with or without
notice. For the purposes of this Agreement, the term “Company Group” shall include any and all subsidiaries of the Company
in which the Company owns at least a 10% equity interest.


 


2.
Duties. The Executive shall render exclusive, full-time services to the Company as its President and Chief Executive Officer.
The Executive shall report to the Board. Executive’s responsibilities, title, working conditions, location, duties and/or any other
aspect of Executive’s employment may be changed, added to or eliminated during his employment at the sole discretion of the Company
and/or the Board. During the Term of this Agreement, the Executive shall devote his best efforts and all of his business time, skill
and attention to the performance of his duties on behalf of the Company and the Company Group and shall not, directly or indirectly,
render any services to any other person or organization (including but not limited to as a member of a third-party Board of Directors),
whether for compensation or otherwise, except with the Company’s prior written consent, except that, without such written consent.


 




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3.
Policies and Procedures. The Executive shall be bound by, and comply fully with, all of the Company’s written policies and
procedures for employees and officers in place from time to time, including, but not limited to, all terms and conditions set forth in
the Company’s employee handbook, compliance manual, codes of conduct and any other memoranda and communications applicable to the
Executive pertaining to the policies, procedures, rules and regulations, as currently in effect and as may be amended from time to time
and provided to the Executive in writing. These policies and procedures include, among other things and without limitation, the Executive’s
obligations to comply with the Company’s rules regarding confidential and proprietary information and trade secrets.


 


4.
Cash and Equity Compensation.


 


(a)
Salary. For all services rendered and to be rendered hereunder, the Company agrees to pay to the Executive, and the Executive
agrees to accept a salary of $325,000 per annum (“Base Salary”) beginning on the Effective Date. Any such salary shall
be payable in accordance with the Company’s normal payroll practice and shall be subject to such deductions or withholdings as
the Company is required to make pursuant to law, or by further agreement with the Executive.


 


(b)
Equity Grant. On the Effective Date, Executive shall receive a grant of shares of Common Stock equal $50,000 divided by the closing
per share price of the Company’s common stock, par value $0.001 (“Common Stock”) as reported on the Nasdaq Capital
Market (“Nasdaq”) on January 3, 2023 (the “Equity Grant”). The Equity Grant shall vest in twelve
equal monthly installments (subject to any rounding adjustments) during the Term with the first installment vesting on January 3, 2023.
The shares of Common Stock issued to the Executive pursuant to the Equity Grant shall be “restricted securities” as such
term is defined by the Securities Act of 1933, as amended.


 


5.
Cash and Equity Bonuses.


 


(a)
2023 Cash Bonus. The Company shall pay to Executive a cash bonus equal to $25,000.


 


(b)
Net Income Bonus. In the event the Company achieves positive Net Income (as defined below) for two consecutive fiscal calendar
quarters during the Term through the first fiscal calendar quarter of 2024, Executive shall receive the following (the “Net
Income Bonus”): (i) a cash bonus equal to $100,000 and (ii) a grant of 25,000 shares of Common Stock, which shall vest in three
equal annual installments beginning on the first annual anniversary date on which the Net Income Bonus was earned. For the purposes of
this Agreement, “Net Income” means a positive number resulting from the Company’s applicable calendar quarterly
gross revenue less all expenses, including but not limited to cost of goods sold, research and development and selling, general and administrative
expenses.


 




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(c)
First Stock Price Bonus. In the event the average closing price of the Company’s Common Stock as reported on Nasdaq over
any consecutive three month period during the Term equals or exceeds $4.00 per share (the “First Stock Price Bonus”),
Executive shall receive a cash bonus equal to $25,000.


 


(d)
Second Stock Price Bonus. In the event the average closing price of the Company’s Common Stock as reported on Nasdaq over
any consecutive three month period during the Term equals or exceeds $7.00 per share, Executive shall receive the following (the “Second
Stock Price Bonus”): (i) a cash bonus equal to $75,000 and (ii) a grant of 30,000 shares of Common Stock, which shall vest
in three equal annual installments beginning on the first annual anniversary date on which the Second Stock Price Bonus was earned.


 


(e)
Commercial Transaction Bonus. During the Term, Executive shall be eligible for an aggregate $25,000 cash bonus based on achieving
certain commercial transaction parameters set forth by the Board.


 


(f)
Bonus Miscellaneous. For the avoidance of doubt, both the First Stock Price Bonus and the Second Stock Price Bonus may be earned
if the thresholds for both are achieved. Any Common Stock will may be granted to Executive pursuant to this Section 5 shall be “restricted
securities” as such term is defined by the Securities Act of 1933, as amended.


 


6.
Additional Equity Grants. During the Term and pursuant to the Plan, the Executive may receive additional equity grants in excess
of the Equity Grant and other equity grants already received by Executive, solely at the discretion of the Board or the Compensation
Committee of the Board, which grants will be subject to a separate award agreement between the Company and the Executive.


 


7.
Other Benefits. While employed by the Company as provided herein:


 


(a)
Executive and Employee Benefits. The Executive shall be entitled to all benefits to which other executive officers of the Company
are entitled, on terms comparable thereto, including, without limitation, participation in pension and profit sharing plans, 401(k) plan,
group insurance policies and plans, medical, health, vision, and disability insurance policies and plans, and the like, which may be
maintained by the Company for the benefit of its executives. The Company reserves the right to alter and amend the benefits received
by Executive from time to time at the Company’s discretion.


 


(b)
Expense Reimbursement. The Executive shall receive, against presentation of proper receipts and vouchers, reimbursement for direct
and reasonable out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, according to the policies
of the Company and subject to the approval of the Chief Financial Officer of the Company.


 


(c)
Vacation. The Executive shall be entitled to three weeks paid personal time off per 12-month period (including vacation) according
to the Company’s personal time off policy. No untaken personal time off may be carried over to a subsequent year except in accordance
with the Company’s then existing policies. Sick time shall not be limited by this Section 7(c) and shall be governed by the Company’s
policies for sick leave.


 




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(d)
Additional Benefits. During the Term, the Company shall reimburse the Executive for the following: (i) up to $600 per month as
an automobile allowance and (ii) $1,700 for one annual executive health screening.


 


8.
Termination. Executive and the Company each acknowledge that either Party has the right to terminate Executive’s employment
with the Company at any time for any reason whatsoever, with or with cause or advance notice pursuant to the following:


 


(a)
Voluntary Resignation by Executive, Termination for Cause or Death. In the event the Executive (i) voluntary terminates his employment
with the Company (other than for Good Reason as defined below), (ii) is terminated by the Company for Cause (as defined below), or (iii)
shall die during the period of his employment hereunder, the Company’s obligation to make payments hereunder shall cease upon the
date of such termination, except the Company shall pay Executive (a) any salary earned but unpaid prior to termination and all accrued
but unused personal time, and (b) any business expenses that were incurred but not reimbursed as of the date of termination. Vesting
of any equity grants shall immediately cease on the date of termination.


 


(b)
Termination by Disability. In the event Executive shall become permanently disabled, as evidenced by notice to the Company of
Executive’s inability to carry out his job responsibilities for a continuous period of more than three months, Executive’s
employment shall cease on such day however the Company shall continue (i) to make payment to Executive based on the then Base Salary
for a period of three months (in accordance with the Company’s general payroll policy) commencing on the first payroll period following
the fifteenth day after termination of employment and (ii) to provide substantially similar coverage under the Company’s then current
medical, health, and vision insurance plans to the Executive and his eligible dependents for a period of three months provided that Executive
continues to make any required employee contribution, in addition to any accrued but unpaid salary and unreimbursed expenses prior to
the date of termination. Vesting of any equity grants shall continue to vest pursuant to the schedule and terms previously established
during the three month severance period. Subsequent to the three month severance period the vesting of any equity grants shall immediately
cease.


 


(c)
Termination by the Company without Cause. The Company will have the right to terminate Executive’s employment with
the Company at any time without Cause.


 


i.
During the Initial Six Month Term. In the event Executive is terminated without Cause or resigns for Good Reason (as defined below)
during the initial six months of the Term, and upon the execution of a full general release by Executive (“Release”),
releasing all claims known or unknown that Executive may have against Company as of the date Executive signs such Release, and upon the
written acknowledgment of his continuing obligations under this Agreement, the Company shall continue (i) to make payment to Executive
based on the then Base Salary for a period of one year (in accordance with the Company’s general payroll policy) commencing on
the first payroll period following the fifteenth day after termination of employment and (ii) to provide substantially similar coverage
under the Company’s then current medical, health, and vision insurance plans to the Executive and his eligible dependents for a
period of one year provided that Executive continues to make any required employee contribution, in addition to any accrued but unpaid
salary and unreimbursed expenses prior to the date of termination. Vesting of any equity grants shall continue to vest pursuant to the
schedule and terms previously established during the one year severance period. Subsequent to the one year severance period the vesting
of any equity grants shall immediately cease.


 




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ii.
Subsequent to the Initial Six Month Term. In the event Executive is terminated without Cause or resigns for Good Reason
(as defined below) subsequent to the initial six months of the Term or the Company fails to enter into a new employment agreement with
the Executive at the termination of the Term after bona fide and good faith negotiations between the Company and the Executive (except
for a termination for Cause), and upon the execution of a Release, and upon the written acknowledgment of his continuing obligations
under this Agreement, the Company shall continue (i) to make payment to Executive based on the then Base Salary for a period of one year
less one month for each month (on a pro-rated basis) such termination or resignation occurs subsequent to the initial six month anniversary
of the Term (the “Adjusted Severance Period”) (in accordance with the Company’s general payroll policy) commencing
on the first payroll period following the fifteenth day after termination of employment and (ii) to provide substantially similar coverage
under the Company’s then current medical, health, and vision insurance plans to the Executive and his eligible dependents for the
Adjusted Severance Period provided that Executive continues to make any required employee contribution, in addition to any accrued but
unpaid salary and unreimbursed expenses prior to the date of termination. Vesting of any equity grants shall continue to vest pursuant
to the schedule and terms previously established during the Adjusted Severance Period. Subsequent to the Adjusted Severance Period the
vesting of any equity grants shall immediately cease. For the avoidance of doubt, in the event the Executive is terminated without Cause
or resigns for Good reason at the end of the eight month anniversary of the Effective Date, the Executive shall be entitled to an Adjusted
Severance Period of ten months.


 


iii.
“Cause” means termination of the Executive’s employment because of the Executive’s: (i) commission of
fraud, misappropriation or embezzlement related to the business or property of the Company; (ii) conviction for, or guilty plea to, or
plea of nolo contendere to, a felony or crime of similar gravity in the jurisdiction in which such conviction or guilty plea occurs;
(iii) material breach by the Executive of this Agreement, and the duties described therein, or any other agreement to which the Executive
and the Company or a member of the Company Group are parties which breach is not cured by the Executive within thirty (30) of written
notice of such breach by the Company, provided, however, no such written notice or cure period prior to termination shall be required
for a breach which in incurable by its nature such as wrongful disclosure of Confidential Information; (iv) commission by the Executive
of acts that are dishonest and demonstrably injurious to a member of the Company Group, monetarily or otherwise; (v) any violation by
the Executive of any fiduciary duties owed by him to the Company or a member of the Company Group that causes injury to the Company,
other than breaches of fiduciary duty also committed by other officers and members of the Board based on actions taken after consultation
with, and the advice of, legal counsel; and (vi) willful or material violation of, or willful or material noncompliance with, any securities
law, rule or regulation or stock exchange listing rule adversely affecting the Company including without limitation if the Executive
has undertaken to provide any chief financial officer or principal financial officer certification required under the Sarbanes-Oxley
Act of 2002, including the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”), and he willfully
or materially fails to take reasonable and appropriate steps to determine whether or not the certificate was accurate or otherwise in
compliance with the requirements of the Sarbanes Oxley Act.


 




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iv.
“Good Reason” means the occurrence of any of the following without the written consent of the Executive: (i) any duties,
functions or responsibilities are assigned to the Executive that are materially inconsistent with the Executive’s duties, functions
or responsibilities with the Company as contemplated or permitted by this Agreement; (ii) material diminution in Executive’s duties;
(iii) the Base Salary is materially reduced, unless a reduction is as part of an overall cost reduction program that affects all senior
executives of the Company and does not disproportionately affect the Executive or (iv) the Board and the Executive mutually agree during
the Term to the replace the Executive as the Company’s President and Chief Executive Officer.


 


9.
409A Compliance. This Agreement is intended to comply with the short-term deferral rule under Treasury Regulation Section
1.409A-1(b)(4) and be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
shall be construed and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves
non-qualified deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules
with regard thereto and shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes
of any provision of this letter providing for the payment of any amounts or benefits upon or following a termination of employment that
are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation
from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section
409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A
of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date
which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date
of Executive’s “separation from service”, and (B) the date of Executive’s death (the “Delay Period”).
Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum,
and any remaining payments and benefits due under this letter shall be paid or provided in accordance with the normal payment dates specified
for them herein. For purposes of Section 409A of the Code, Executive’s right to receive any installment payments pursuant to this
letter shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly,
designate the calendar year of any payment to be made under this letter that is considered non-qualified deferred compensation. In the
event the time period for considering any release and it becoming effective as a condition of receiving severance shall overlap two calendar
years, no amount of such severance shall be paid in the earlier calendar year.


 




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10.
Proprietary and Other Obligations.


 


(a)
Confidential Information. During the period of the Executive’s employment with the Company and at all times thereafter,
the Executive shall hold in secrecy for the Company Group all Confidential Information (as defined below) that may come to his knowledge,
may have come to his attention or may have come into his possession or control while employed by the Company. Notwithstanding the preceding
sentence, the Executive shall not be required to maintain the confidentiality of any Confidential Information which (a) is or becomes
available to the public or others in the industry generally (other than as a result of inappropriate disclosure or use by the Executive
in violation of this Section 10(a)) or (b) the Executive is compelled to disclose under any applicable laws, regulations or directives
of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena. Except as expressly required in
the performance of his duties to the Company under this Agreement, the Executive shall not use for his own benefit or disclose (or permit
or cause the disclosure of) to any Person, directly or indirectly, any Confidential Information unless such use or disclosure has been
specifically authorized in writing by the Company in advance. During the Executive’s employment and as necessary to perform his
duties under this Agreement, the Company will provide and grant the Executive access to the Confidential Information. The Executive recognizes
that any Confidential Information is of a highly competitive value, will include Confidential Information not previously provided the
Executive and that the Confidential Information could be used to the competitive and financial detriment of the Company if misused or
disclosed by the Executive. The Company promises to provide access to the Confidential Information only in exchange for the Executive’s
promises contained herein, expressly including the covenants in this Agreement.


 


For
the purposes of this Agreement, “Confidential Information” means any trade secrets and confidential and proprietary
information acquired by the Executive in the course and scope of his activities under this Agreement, including information acquired
from third parties, that (i) is not generally known or disseminated outside the Company (such as non-public information), (ii) is designated
or marked by the Company as “confidential” or reasonably should be considered confidential or proprietary, or (iii) the Company
indicates through its policies, procedures, or other instructions should not be disclosed to anyone outside the Company. Without limiting
the foregoing definitions, some examples of Confidential Information under this Agreement include (a) matters of a technical nature,
such as scientific, trade or engineering secrets, “know-how”, formulae, secret processes, inventions, and research and development
plans or projects regarding existing and prospective customers and products or services, (b) information about costs, profits, markets,
sales, customer lists, customer needs, customer preferences and customer purchasing histories, supplier lists, internal financial data,
personnel evaluations, non-public information about products or services of the Company (including future plans about them), information
and material provided by third parties in confidence and/or with nondisclosure restrictions, computer access passwords, and internal
market studies or surveys and (c) and any other information or matters of a similar nature.


 




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(b)
Inventions. The Executive agrees that all right, title and interest in and to any information, trade secrets, inventions, discoveries,
developments, derivative works, improvements, research materials and products made or conceived by the Executive alone or with others
during the course of the Executive’s employment and relating to the business of the Company or the Company Group shall belong exclusively
to the Company and the Company Group, as applicable. The Executive hereby irrevocably waives in favor of the Company any and all copyright
and moral rights, and irrevocably assigns to the Company any and all legal rights, that the Executive may have in respect of any such
materials. The Executive agrees to execute any assignments and/or acknowledgements as may be requested by the Company from time to time,
at the expense of the Company, without any further remuneration.


 


(c)
Return of Documents and Property. Upon termination of the Executive’s employment for any reason, the Executive (or his heirs
or personal representatives) shall immediately deliver to the Company (a) all documents and materials containing Confidential Information
(including without limitation any “soft” copies or computerized or electronic versions thereof) or otherwise containing information
relating to the business and affairs of the Company (whether or not confidential), and (b) all other documents, materials and other property
belonging to the Company that are in the possession or under the control of the Executive.


 


(d)
Non-disparagement. The Executive agrees during and after the Term, he shall not to knowingly disparage the Company, its subsidiaries
or its officers, directors, employees or agents in any manner that could be harmful to it or them or its or their business, business
reputation or personal reputation. The Company agrees during and after the Term, it shall instruct its officers, directors, employees
and agent not to knowingly disparage the Executive in any manner that could be harmful to Executive or Executive’s business or
personal reputation. Nothing in this Agreement is intended to limit in any way either Party’s right to participate in any investigation
of any the federal, state or local agencies (the “Agencies”). These agencies have the authority to carry out their
statutory duties by investigating a claim, issuing a determination, filing a lawsuit in Federal or state court in their own name, or
taking any other action authorized under these statutes. Each Party retains the right to communicate with the Agencies and is not limited
by any non-disparagement obligation under this Agreement. Additionally, this Agreement will not be violated by statements from any Party
that are truthful, complete and made in good faith in required response to a legal process or governmental inquiry. .


 


11.
Noncompetition and Non-solicitation. Executive acknowledges that he will be a member of executive and management personnel
at the Company.


 


(a)
Definitions.


 


i.
“Competing Business” means any business or activity that (i) competes with any member of the Company Group for which
the Executive performed services or the Executive was involved in for purposes of making strategic or other material business decisions
and (ii) involves (A) the same or substantially similar types of products or services (individually or collectively) produced, offered,
marketed or sold by the Company during Term or (B) products or services so similar in nature to that of the Company Group during Term
(or that the Company Group will soon thereafter offer) that they would be reasonably likely to displace substantial business opportunities
or customers of the Company.


 


ii.
“Prohibited Area” means worldwide, which Prohibited Area the parties have agreed to as a result of the fact that those
are the geographic areas in which the Company Group conducts a preponderance of their business and in which the Executive provides substantive
services to the Company Group expand during the Term.


 




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(b)
Covenant Not to Compete. Without the prior written consent of the Board (which may be withheld in the Board’s sole
discretion), so long as the Executive is an employee of the Company or any other member of the Company Group and for a one year period
thereafter, the Executive agrees that he shall not anywhere in the Prohibited Area, for his own account or the benefit of any other,
engage or participate in or assist or otherwise be connected with a Competing Business. For the avoidance of doubt, the Executive understands
that this Section 11(b) prohibits the Executive from acting for himself or as an officer, employee, manager, operator, principal, owner,
partner, shareholder, advisor, consultant of, or lender to, any individual or other Person that is engaged or participates in or carries
out a Competing Business or is actively planning or preparing to enter into a Competing Business. The parties agree that such prohibition
shall not apply to the Executive’s passive ownership of not more than 5% of a publicly-traded company


 


(c)
Non-solicitation Covenant. Executive agrees that he will not, individually or with others, directly or indirectly (including without
limitation, individually or through any business, venture, proprietorship, partnership, or corporation in which they control or own more
than a 5% interest, through any agents, through any contractors, through recruiters, by their successors, by their employees, or by their
assigns) hire, solicit, or induce any employee of the Company to leave the Company during the period he is employed by the Company and
for a period of two years following the separation, resignation, or termination of Executive’s employment with the Company. Executive
further agrees that during the period he is employed by the Company and for two years thereafter, he will not, either directly or indirectly,
solicit or attempt to solicit any customer, client, supplier, investor, vendor, consultant or independent contractor of the Company to
terminate, reduce or negatively alter his, her or its relationship with the Company. The geographic scope of the covenants in Section
11(c) is the Prohibited Area. Nothing in Sections 10 and 11 should be construed to narrow the obligations of Executive imposed by any
other provision herein, any other agreement, law or other source.


 


(d)
Reasonable. Executive agrees and acknowledges that the time limitation and the geographic scope on the restrictions in Sections
10 and 11 and their subparts are reasonable. Executive also acknowledges and agrees that the limitation in Sections 10 and 11 and their
subparts is reasonably necessary for the protection of the Company, that through this Agreement he shall receive adequate consideration
for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting the
Company’s business value which was imparted to him. In the event that any term, word, clause, phrase, provision, restriction, or
section of Sections 10 and 11 of this Agreement is more restrictive than permitted by the law of the jurisdiction in which the Company
seeks enforcement thereof, the provisions of this Agreement shall be limited only to that extent that a judicial determination finds
the same to be unreasonable or otherwise unenforceable. Moreover, notwithstanding any judicial determination that any term, word, clause,
phrase, provision, restriction, or section of this Agreement is not specifically enforceable, the parties intend that the Company shall
nonetheless be entitled to recover monetary damages as a result of any breach hereof.


 




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(e)
Legal and Equitable Remedies. In view of the nature of the rights in goodwill, employee relations, trade secrets, and business
reputation and prospects of the Company to be protected under Sections 10 and 11 of this Agreement, Executive understands and agrees
that the Company could not be reasonably or adequately compensated in damages in an action at law for Executive’s breach of their
obligations (whether individually or together) hereunder. Accordingly, Executive specifically agrees that the Company shall be entitled
to temporary and permanent injunctive relief, specific performance, and other equitable relief to enforce the provisions of Sections
10 and 11 of this Agreement and that such relief may be granted without the necessity of proving actual damages, and without bond. Executive
acknowledges and agrees that the provisions in Sections 10 and 11 and their subparts are essential and material to this Agreement, and
that upon breach of Sections 10 and 11 by him, the Company is entitled to withhold providing payments or consideration, to equitable
relief to prevent continued breach, to recover damages and to seek any other remedies available to the Company. This provision with
respect to injunctive relief shall not, however, diminish the right of the Company to claim and recover damages or other remedies in
addition to equitable relief.


 


(f)
Extension of Time. In the event that Executive breaches any covenant, obligation or duty in Sections 10 and 11 or their subparts,
any such duty, obligation, or covenants to which the parties agreed by Sections 10 and 11 and their subparts shall automatically toll
from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial
or other action, including all appeals. The duration and length of Executive’s duties and obligations as agreed by Sections 10
and 11 and their subparts shall continue upon the effective date of any such settlement, or judicial or other resolution.


 


12.
Miscellaneous.


 


(a)
Taxes. Executive agrees to be responsible for the payment of any taxes due on any and all compensation, stock option, or
benefit provided by the Company pursuant to this Agreement. Executive agrees to indemnify the Company and hold the Company harmless from
any and all claims or penalties asserted against the Company for any failure to pay taxes due on any compensation, stock option, or benefit
provided by the Company pursuant to this Agreement. Executive expressly acknowledges that the Company has not made, nor herein makes,
any representation about the tax consequences of any consideration provided by the Company to Executive pursuant to this Agreement.


 


(b)
Modification/Waiver. This Agreement may not be amended, modified, superseded, canceled, renewed or expanded, or any terms
or covenants hereof waived, except by a writing executed by each of the parties hereto or, in the case of a waiver, by the Party waiving
compliance. Failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect his or
its right at a later time to enforce the same. No waiver by a Party of a breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of
agreement contained in the Agreement.


 


(c)
Attorneys’ Fees. The prevailing Party shall have the right to collect from the other Party
its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this Agreement.


 




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(d)
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of the
business of the Company. This Agreement shall not be assignable by the Executive.


 


(e)
Notices. All notices given hereunder shall be given by electronic communication, certified mail, addressed, or delivered
by hand, to the other Party at his or its address contained in the Company’s records. Executive promptly shall notify Company of
any change in Executive’s address. Each notice shall be dated the date of its sending, mailing or delivery and shall be deemed
given, delivered or completed on such date.


 


(f)
Governing Law; Personal Jurisdiction and Venue. This Agreement and all disputes relating to this Agreement shall be governed in
all respects by the laws of the State of New York as such laws are applied to agreements between New York residents entered into and
performed entirely in New York. The Parties acknowledge that this Agreement constitutes the minimum contacts to establish personal jurisdiction
in New York and agree to New York court’s exercise of personal jurisdiction. The Parties further agree that any disputes relating
to this Agreement shall be brought in courts located in the State of New York.


 


(g)
Entire Agreement. This Agreement together with any equity grants under the Plan set forth the entire agreement and understanding
of the parties hereto with regard to the employment of the Executive by the Company and supersede any and all prior agreements, arrangements
and understandings, written or oral, pertaining to the subject matter hereof. For the avoidance of doubt and as of the Effective Date,
the Parties hereby agree and acknowledge that the Prior Agreement shall be terminated in its entirety and be of no further force or effect,
including but not limited to any and all continuing or surviving obligations of both the Company and the Executive under the Prior Agreement,
and replaced in its entirety by this Agreement. No representation, promise or inducement relating to the subject matter hereof has been
made to a Party that is not embodied in these Agreements, and no Party shall be bound by or liable for any alleged representation, promise
or inducement not so set forth.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the parties have each duly executed this 2023 Executive Employment Agreement as of the day and year first above
written.


 











	NEXGEL,
    INC.	 	EXECUTIVE
	 	 	 	 
	By:
    	/s/
    Steven Glassman	 	/s/
    Adam Levy
	 	Steven
    Glassman	 	Adam
    Levy
	 	Board
    of Director	 	 


 




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