Exhibit 10.14


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(this “Agreement”) is made and entered into as of February 15, 2019 (the “Effective Date”)
by and between TFF Pharmaceuticals., Inc., a Delaware corporation (the “Company”), and Kirk Coleman, an individual
(“Executive”).


 


RECITALS


 


WHEREAS, the Company
now desires to hire Executive as its Chief Financial Officer and Executive desires to become so employed by the Company; and


 


WHEREAS, the Company
and Executive have determined that it is in their respective best interests to enter into this Agreement on the terms and conditions
as set forth herein.


 


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


 


AGREEMENT


 


1. EMPLOYMENT
TERMS AND DUTIES


 


1.1. Employment.
The Company hereby employs Executive, and Executive hereby accepts employment by the Company, effective as of the Effective Date,
upon the terms and conditions set forth in this Agreement.


 


1.2. Duties
and Reporting. Executive shall serve as Chief Financial Officer of the Company, reporting to the Chief Executive Officer. Executive
shall perform all reasonable duties and have such authority
as assigned by the Chief Executive Officer.


 


1.2.1. Full
Working Time. Executive shall devote his full working time and efforts to the performance of his duties and the furtherance
of the interests of the Company and shall not engage in any other business activity or serve in any industry, trade, professional,
governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Company’s
Board of Directors (the “Board”) in writing, provided that Executive may (i) engage in activities that involve
a de minimis amount of time or that are conducted on non-business time, in each case, without the prior written approval of the
Board, (ii) make and manage personal investments of his choice without the prior written approval of the Board, and (iii) serve
on the board of directors of one (1) for profit enterprise with the prior written approval of the Board, which approval shall not
be unreasonably withheld, so long as such activities listed in clauses (i), (ii), and (iii), either separately or collectively,
do not materially interfere with Executive’s duties and responsibilities hereunder and are not inconsistent with the terms
of any conflict of interest, securities trading or similar material written policies of the Company applicable to Executive.


 






     


     


    

 


1.2.2. Compliance
With Policies. Executive shall comply with all policies, practices and procedures, and all codes of ethics or business conduct
of the Company applicable to Executive’s position, as in effect from time to time.


 


1.2.3. Duty
of Loyalty. Executive acknowledges that Executive owes a duty of care and loyalty to the Company, as well as a duty to perform
Executive’s duties in a manner that is in the best interests of the Company. Executive owes such duties to the Company in
addition to duties imposed upon Executive under applicable law.


 


1.3. Term.
Subject to earlier termination as set forth herein, Executive’s employment hereunder shall be for a term of three (3) years,
commencing on the Effective Date. Beginning on the third (3rd) anniversary of the Effective Date, and on each subsequent anniversary
of the Effective Date, the term shall automatically, without further action by Executive or the Company, be extended for one (1)
year; provided, however, that either Executive or the Company may, by notice to the other given not less than ninety (90) days
prior to the scheduled expiration of the term, cause the term to cease to extend automatically. The term of this Agreement is hereafter
referred to as the “Employment Term.”


 


1.4. Compensation
and Benefits.


 


1.4.1. Base
Salary. In consideration of the services rendered to the Company hereunder by Executive and Executive’s covenants hereunder
and in the Company’s Proprietary Information and Inventions Agreement (the “PIIA”), the Company shall,
during the Employment Term, pay Executive a base salary (the “Base Salary”) of Sixteen Thousand Six Hundred
and Sixty-Six Dollars and 67 cents ($16,666.67) per month, less statutory deductions and withholdings, payable in accordance with
the Company’s regular payroll practices.


 


1.4.2. Annual
Bonus. For each full fiscal year completed during the Employment Term, Executive shall be eligible to earn a discretionary
annual bonus (the “Annual Bonus”). The target for the Annual Bonus awarded to Executive will be 30% of the Base
Salary in effect for the applicable year, and if Executive’s salary varies during a fiscal year, the applicable Base Salary
shall be the average Base Salary during that year. The Annual Bonus shall be based upon Executive’s individual performance
and the performance of the Company, with reference to performance goals to be provided at the beginning of each fiscal year by
the Company’s Chief Executive Officer or the Board, as the case may be. In order to earn the Annual Bonus under this Section
for any fiscal year, Executive must be employed by the Company, and not have provided notice of resignation, as of the date payment
of the Annual Bonus is made. Any Annual Bonus due to Executive hereunder will be payable at the time bonuses, if any, are paid
to other executives, but in all events not later than the March 15th following the end of the fiscal year for which any such Annual
Bonus is awarded.


 


1.4.3. Employee
Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and
hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation,
the Company's group medical, dental, vision, disability, life insurance and flexible-spending account plans. The Company reserves
the right to cancel or change the benefit plans and programs it offers to its employees at any time.


 






    2


     


    

 


1.4.4. Vacation.
Executive shall be entitled to paid vacation in accordance with the Company’s vacation policy, with the timing and duration
of specific vacations mutually and reasonably agreed to by Executive and the Company.


 


1.4.5. Business
Expenses. During the Employment Term, the Company will reimburse Executive for reasonable travel, entertainment or other expenses
incurred by Executive in the furtherance of or in connection with the performance of Executive's duties hereunder, in accordance
with the Company's expense reimbursement policy as in effect from time to time.


 


1.5. Stock
Options. Subject to approval of the Board, Executive will be granted a non-statutory stock option to purchase 150,000 shares
of the common stock of the Company, in consideration of his continued services to the Company under this Agreement. The stock option
will be granted under, and is subject to the terms of, the Company’s 2018 Stock Incentive Plan and a stock option agreement
between Executive and the Company. Executive will be eligible to participate in and receive stock option or equity award grants
under the Company’s equity incentive plans from time to time in the discretion of the Board, and in accordance with the terms
and conditions of such plans.


 


1.6. Termination.
Executive’s employment and this Agreement (except as otherwise provided hereunder) shall terminate upon the occurrence of
any of the following, at the time set forth therefor (the “Termination Date”):


 


1.6.1. Death
or Disability. Immediately upon the death of Executive or a determination by the Company that Executive has ceased to be able
to perform the essential functions of his duties, with or without reasonable accommodation, for a period of not less than one
hundred and twenty (120) days in the aggregate within a one-year period, due to a mental or physical illness or incapacity
(“Disability”) (termination pursuant to this Section 1.6.1 being referred to herein as termination for
“Death or Disability”); or


 


1.6.2. Voluntary
Termination. Ninety (90) days following Executive’s written notice to the Company of termination of employment; provided,
however, that the Company may waive all or a portion of the ninety (90) days’ notice and accelerate the effective date
of such termination (and the Termination Date) (termination pursuant to this Section 1.6.2 being referred to herein as “Voluntary
Termination”); or


 


1.6.3. Termination
For Cause. Immediately following notice of termination for “Cause” (as defined below), specifying such Cause,
given by the Company (termination pursuant to this Section 1.6.3 being referred to herein as “Termination for
Cause”). As used herein, “Cause” means (i) termination based on Executive’s conviction or plea
of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which committed,
any crime involving moral turpitude (whether or not a felony), or any other violation of criminal law involving dishonesty or
willful misconduct that injures the Company’s interests or reputation (whether or not a felony); (ii) Executive’s
substance abuse that in any manner interferes with the performance of his duties; (iii) Executive’s failure or refusal to
perform his duties at all or in an acceptable manner in the reasonable judgment of the Board of Directors or to follow the lawful
and proper directives of the Board of Directors that are within the scope of Executive’s duties; (iv) Executive’s
material breach of this Agreement which, if curable,
is not cured within fifteen (15) days after receipt of written notice of such material breach; (v) Executive’s material
breach of the PIIA; (vi) misconduct by Executive that has or could discredit or damage the Company; (vii) Executive’s
indictment for a felony violation of the federal securities laws; or (viii) Executive’s chronic absence from work for reasons
other than illness.


 






    3


     


    

 


1.6.4. Termination
Without Cause. Notwithstanding any other provisions contained herein, including, but not limited to Section 1.3[?]above,
the Company may terminate Executive’s employment thirty (30) days following notice of termination without Cause given by
the Company; provided, however, that during any such thirty (30) day notice period, the Company may suspend, with no reduction
in pay or benefits, Executive from his duties as set forth herein (including, without limitation, Executive’s position as
a representative and agent of the Company) (termination pursuant to this Section 1.6.4 being referred to herein as “Termination
Without Cause”).


 


1.6.5. Resignation
for “Good Reason”. Notwithstanding any other provisions contained herein, Executive may resign his position for
good reason if any one of the following occurs, without Executive’s consent: (i) material diminution of Executive’s
role and/or responsibilities, (ii) a reduction in Executive’s Base Salary greater than 10% and material or significant reduction
in benefits from those in effect at the time the change is indicated, other than reductions in salary and/or benefits that are
applied to all executive officers of the Company, or (iii) relocation of Executive’s office farther than 50 miles from Executive’s
office location at the commencement of this Agreement; provided, however, that with respect to any of the foregoing clauses (i)
– (iii), Executive has provided written notice to the Company of the existence of the condition or conditions constituting
Good Reason within ninety (90) days of the condition or conditions first occurring, and the Company has failed to cure the condition
or conditions specified in such notice despite having been given at least thirty (30) days after receipt of such notice to cure
such condition or conditions (termination pursuant to this Section 1.6.5 being referred herein to “Resignation
for Good Reason”).


 


1.6.6. Other
Remedies. Termination pursuant to this section above shall be in addition to and without prejudice to any other right or remedy
to which the Company may be entitled at law, in equity, or under this Agreement.


 


1.7. Severance
and Termination.


 


1.7.1. Voluntary
Termination, Termination for Cause, Termination for Death or Disability. In the case of a termination of Executive’s
employment hereunder for Death or Disability in accordance with Section 1.6.1 above, or Executive’s Voluntary Termination
in accordance with Section 1.6.2 above, or a termination of Executive’s employment hereunder for Cause in accordance
with Section 1.6.3 above, (i) Executive shall not be entitled to receive payment of, and the Company shall have no obligation
to pay, any severance or similar compensation attributable to such termination, other than base salary earned but unpaid, vested
benefits under any employee benefit plan, and any unreimbursed expenses pursuant to Section 1.5.5 hereof incurred by Executive
as of the termination date, and (ii) the Company’s obligations under this Agreement shall immediately cease.


 






    4


     


    

 


1.7.2. Termination
Without Cause and Resignation for Good Reason. Subject to the provisions set forth in this Agreement, in the case of a Termination
Without Cause of Executive’s employment hereunder in accordance with Section 1.6.4 or Resignation for Good Reason
in accordance with Section 1.6.5 above, the Company shall pay Executive twelve (12) months’ base salary then in effect
(hereinafter the “Severance Payments”), less statutory deductions and withholdings, payable in the form of salary
continuation and pursuant to the Company’s normal payroll cycle. The Company’s obligation to make Severance Payments
is conditioned upon Executive timely signing and returning to the Company (and not revoking) a release agreement in a form satisfactory
to the Company (which shall include, but not be limited to, a full release of claims) and on Executive’s continued compliance
with Executive’s obligations to the Company that survive termination of his employment in this Agreement in and in the PIIA.


 


1.8. Timing
of Payments and Section 409A.


 


1.8.1. Notwithstanding
anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified
employee,” as defined below, any and all amounts payable under this Section 1 on account of such separation from service,
to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code (“Section
409A”) that constitute deferred compensation and would (but for this provision) be payable within six (6) months following
the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or,
if earlier, upon Executive’s death.


 


1.8.2. For
purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed
to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving
effect to the presumptions contained therein), and the term “specified employee” means an individual determined by
the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).


 


1.8.3. Each
payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under
this Agreement is to be treated as a right to a series of separate payments.


 


1.8.4. Any
reimbursement for expenses or provision of in-kind benefits that would constitute nonqualified deferred compensation subject to
Section 409A shall be subject to the following additional rules: (i) the amount of expenses eligible for reimbursement, or the
in-kind benefits to be provided, during any taxable year shall not affect the amount of expenses eligible for reimbursement, or
in-kind benefits to be provided, in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly,
but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right
to reimbursement or to in-kind benefits shall not be subject to liquidation or exchange for any other benefit.


 






    5


     


    

 


1.8.5. The
parties hereto agree that their intent is that payments and benefits under this Agreement comply with or be exempt from Section
409A to the extent applicable. This Agreement shall be interpreted to comply with or be exempt from Section 409A, and all provisions
of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section
409A.


 


2. PROTECTION
OF COMPANY’S PROPRIETARY INFORMATION AND INVENTIONS


 


This Agreement, and Executive’s
employment hereunder, is contingent upon Executive’s execution of the PIIA, attached hereto as Exhibit 1 and incorporated
herein by this reference. The PIIA survives the termination of this Agreement, the Employment Term and/or Executive’s employment
with the Company.


 


3. REPRESENTATIONS
AND WARRANTIES BY EXECUTIVE


 


3.4. No Contrary
Agreements or Claims. Executive represents and warrants to the Company that (i) unless otherwise provided in writing prior
to signing this Agreement, Executive is not bound by or subject to any contractual or
other obligation that would be violated by his execution or performance of this Agreement, including, but not limited to, any
non-competition or non-solicitation agreement presently in effect, and (ii) Executive is not subject to any pending or, to Executive’s
knowledge, threatened claim, action, judgment, order, or investigation that could adversely affect his ability to perform his
obligations under this Agreement or the business reputation of the Company. Executive has not entered into, and agrees that he
will not enter into, any agreement either written or oral in conflict herewith.


 


3.5. Cooperation.
Executive agrees to cooperate with the Company in connection with matters arising out of Executive’s service to the Company
and assist the Company and its attorneys in the prosecution or defense of any litigation or similar proceedings to which the Company
is a party, or matters concerning which litigation or similar proceedings subsequently arise, relating to any matter falling within
Executive’s knowledge or former area of responsibility. Executive agrees to provide reasonable assistance and completely
truthful testimony in such matters, including, without limitation, consulting on matters relating to Executive’s service
to the Company, facilitating and assisting in the preparation of any underlying defense, responding to discovery requests, preparing
for and attending deposition(s), as well as appearing in court to provide truthful testimony. The Company shall reimburse Executive
any reasonable out-of-pocket expenses necessary for Executive to comply with the obligations under this Section 3.2 (including,
without limitation, reasonable travel expenses, lodging and meals) in accordance with the Company’s expense reimbursement
policies and, if such policies only permit reimbursement of expenses for active employees, to the same extent Executive would have
been reimbursed if he were an active employee at the time such expenses were incurred.


 


3.6. Non-Disparagement.
Executive shall not, at any time during or following his employment, make statements or representations, or otherwise communicate,
directly or, if undertaken at the direction of Executive, indirectly, in writing, orally, or otherwise, or take any action which,
directly or indirectly, disparages any member of the Company, or their respective officers, equityholders, general partners, limited
partners, members, managers, directors, employees, or advisors, or the businesses or reputations of any of the foregoing.


 






    6


     


    

 


4. MISCELLANEOUS


 


4.4. Notices.
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be
deemed given (a) upon actual receipt by the party to which such notice shall be directed if delivered by hand or electronic mail;
(b) three (3) business days after the date of deposit in the U.S. mail, postage prepaid, registered or certified; or (c) on the
next business day, if sent by prepaid reputable national overnight courier service, in each case addressed to Executive at his
last known address on the books of the Company or, in the case of the Company, as provided below, or to such other address as either
party hereto may specify by notice to the other in the manner set forth above:


 


If to the Company, to:


TFF Pharmaceuticals, Inc.


2801 Via Fortuna, Suite 425


Austin, Texas, Suite 78746


Email: _______________


 


With a copy (which shall not constitute notice) to:


 


J. William Wilson


6805 Capital of Texas Hwy. N., Suite 318


Austin, Texas 78731


Email: bwilson@outsourcegc.com


 


4.5. Authorization
to be Employed. This Agreement, and Executive’s employment hereunder, is subject to Executive providing the Company with
legally required proof of Executive’s authorization to be employed in the United States of America within three days of the
commencement of Executive’s employment.


 


4.6. Entire
Agreement. This Agreement, and the attached Exhibit 1, together with any equity-based written agreements between Executive
and the Company, supersede all prior discussions and agreements among the parties with respect to the subject matter hereof and
contain the sole and entire agreement between the parties hereto with respect thereto. The Consulting Agreement is hereby terminated,
with the post-termination provisions expressly surviving as set forth in Section 1(c) therein.


 


4.7. Survival.
The respective rights and obligations of the parties in this Agreement and Exhibit
1 that are designed to last beyond the employment relationship hereto shall
survive the termination of this Agreement, the Employment Term and/or Executive’s
employment with the Company.


 


4.8. Waiver.
Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such
term or condition. No waiver by any party hereto of any term or condition of this Agreement, in any one or more instances, shall
be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All
remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.


 






    7


     


    

 


4.9. Amendment.
This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each party
hereto.


 


4.10. Recovery
of Attorney’s Fees. In the event of any litigation arising from or relating to this Agreement, the prevailing party in
such litigation proceedings shall be entitled to recover, from the non-prevailing party, the prevailing party’s reasonable
costs and attorney’s fees, in addition to all other legal or equitable remedies to which it may otherwise be entitled.


 


4.11. No Assignment;
Binding Effect. This Agreement shall inure to the benefit of any successors or assigns of the Company. Executive shall not
be entitled to assign his obligations under this Agreement. The Company shall have the right
at any time to assign this Agreement to its successors and assigns; provided, however, that the assignee or transferee is the
successor to all or substantially all of the business assets of the Company and such assignee or transferee expressly assumes
all of the obligations, duties, and liabilities of the company set forth in this Agreement.


 


4.12. Headings.
The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions
hereof.


 


4.13. Severability.
The Company and Executive intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly,
if a court of competent jurisdiction determines that the scope and/or operation of any provision of this Agreement is too broad
to be enforced as written, the Company and Executive intend that the court should reform such provision to such narrower scope
and/or operation as it determines to be enforceable. If, however, any provision of this Agreement is held to be illegal, invalid,
or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully severable,
(ii) this Agreement shall be construed and enforced as if such provision was never a part of this Agreement, and (iii) the remaining
provisions of this Agreement shall remain in full force and effect and shall not be affected by illegal, invalid, or unenforceable
provisions or by their severance.


 


4.14. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS
EXECUTED AND PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.


 


4.15. Jurisdiction
and Venue. With respect to any suit, action, or other proceeding arising from (or relating to) this Agreement, the Company
and Executive hereby irrevocably agree to the exclusive personal jurisdiction and venue of the United States District Court for
the Western District of Texas, Austin Division (and any Texas State Court within Travis County, Texas).


 


4.16. Counterparts.
This Agreement may be executed in any number of counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.


 


4.17. Construction.
The parties acknowledge that this Agreement is the result of arm’s length negotiations between sophisticated parties each
afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties
participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting
party shall not be applicable to this Agreement.


 


[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT
FOLLOWS]


 






    8


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed on the date first written above.


 


		“COMPANY”
	 	 
	 	TFF PHARMACEUTICALS, INC.
	 	 
	 	
        /s/ Glenn Mattes

	 	Signature
	 	 
	 	Glenn Mattes
	 	Printed Name
	 	 
	 	President and Chief Executive Officer
	 	Title


 


		“EXECUTIVE”
	 	 
	 	KIRK COLEMAN



 


	 	/s/ Kirk Coleman
	 	Executive’s Signature
	 	 
	 	 
	 	Address
	 	 
	 	 
	 	Address


 


	EXHIBIT 1:	Proprietary Information and Inventions Agreement



 


[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]