Exhibit 10.28


EXECUTIVE EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Angion Biomedica
Corp., a Delaware corporation (the “Company”), and Itzhak D. Goldberg
(“Executive”), dated May 23, 2014, and shall be effective as of the effective date of the
registration statement for the IPO (as defined below) (the “Effective Date”).


1.                 
Position and Duties.


(a)               
Position. The Company hereby engages Executive as the Chief Executive Officer and Chairman of the Board of
the Company. As such, he shall be the most senior employee of the Company, shall report directly to the Board of Directors of the
Company (the “Board”) and have all the responsibilities, duties and authority reasonably expected of
a chief executive officer. At the end of each term of his service on the Board, the Company agrees to use its best efforts to cause
Executive to be nominated for re-election as Chairman of the Board and to recommend his re-election to stockholders, so long as
he remains employed by the Company as of the time of such recommendation.


(b)              
Obligations to the Company. Executive shall devote as much of his energies, interest,
abilities and productive time to his position as reasonably necessary to the performance of his duties on behalf of the
Company. Company agrees that Executive can, in his sole discretion, work remotely or from Company’s New Jersey office.


(c)               
Right to Provide Services; Conflict of Interest.  Executive hereby represents and warrants to the Company that
(i) he has full right and authority to enter into this Agreement and to perform his obligations hereunder, and (ii) the execution
and delivery of this Agreement by Executive and the performance of his obligations hereunder will not conflict with or breach any
agreement, order or decree to which he is a party or by which he is bound. Executive may accept appointment to other corporate
and charitable boards provided that (A) service on such other boards would not materially interfere with his service to the Company,
and (B) Executive’s service on any such other board(s) does not conflict with the Executive’s duties of fidelity and
loyalty to the Company and does not otherwise constitute a conflict of interest with Executive’s duties to the Company. Notwithstanding
the foregoing, Executive will be able to maintain his positions and involvement in Novapark LLC, Ohr Holdings LLC and Ohr Cosmetics
LLC.


2.                 
Term. Executive will be employed by the Company in accordance with the terms of this Agreement commencing
as of the Effective Date, and continuing until the fifth anniversary of the Effective Date (the “Initial Term”),
subject to earlier termination in accordance with this Section 2. Thereafter, Executive’s employment under this Agreement
will be renewed automatically for successive two-year terms (each a “Renewal Term”) unless either the
Company or the Executive provides to the other written notice at least 90 days prior to the expiration of the Initial Term or the
Renewal Term of such party’s election not to renew the Initial Term or the Renewal Term. As used herein, “Term”
refers to the Initial Term or a Renewal Term, as applicable. Executive’s employment will terminate automatically upon the
expiration of the Term.


(a)               
During the Term, the Company may terminate the Agreement at any time without cause upon thirty (30) days prior written
notice, or upon any of the following events, which shall constitute a with “Cause” termination for purposes
of this Agreement:




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i.                   
 Executive’s material breach of any term or condition of this Agreement by Executive, regardless of the reason
therefore, provided that the Board gives written notice to the Executive setting forth in reasonable detail the Executive’s
acts or omissions constituting breach and the Executive does not cure the acts or omissions constituting breach within sixty (60)
days following his receipt of written notice;


ii.                 
Executive’s fraud, breach of trust or fiduciary duty, material dishonesty, misappropriation of funds or similar
activity; or


iii.               
Executive’s indictment of, or plea of nolo contendre to, a felony or any crime involving an act of moral turpitude;
or


iv.               
Executive’s continued failure to perform his duties on behalf of the Company or failure or refusal to follow
the lawful directives of the Board, provided that the Board gives written notice to the Executive setting forth in reasonable detail
the Executive’s acts or omissions constituting Cause under this sub-section (iv) and Executive does not cure such acts or
omissions within sixty (60) days following his receipt of written notice.


(b)              
During the Term, the Executive may resign at any time without Good Reason upon thirty (30) days prior written notice,
or upon any of the following events, which shall constitute a “Good Reason” resignation for purposes
of this Agreement:


i.                   
any material adverse change in Executive’s title, authority or duties (including, without limitation, the assignment
to Executive of duties materially inconsistent with his position) provided that the Executive gives written notice to the Company
within thirty (30) days of the initial existence of the conditions constituting Good Reason setting forth in reasonable detail
the conditions and the Company shall have failed to cure such conditions within sixty (60) days following its receipt of written
notice; or


ii.                 
the Company’s material breach of any term or condition of this Agreement, provided that the Executive gives
written notice to the Company within thirty (30) days of the initial existence of the conditions constituting Good Reason setting
forth in reasonable detail the conditions and the Company shall have failed to cure such conditions within sixty (60) days following
its receipt of written notice.


(c)               
During the Term, the Company may terminate the Agreement due to Executive’s inability to carry out his duties
due to a change in physical or mental condition that cannot be accommodated pursuant to the Americans with Disabilities Act, the
Family and Medical Leave Act, or any similar disability laws.


(d)              
The Agreement will terminate automatically upon Executive’s death.


3.                 
Compensation.


(a)               
Base Salary. The Company shall pay to Executive an annual base salary of $179,700 or maximum salary allowed
by the NIH per year (as increased from time to time, the “Base Salary”). The Base Salary will increase
to a rate of not less than $376,000 per year upon (i) the Company’s receipt, on or after the date hereof, of a total of at
least $5,000,000 in new capital (whether debt, equity or a combination of debt and equity) ( the “Capital Increase”),
or (ii) the consummation of the first underwritten public offering of the Company’s Common Stock under the Securities Act
of 1933, as amended ( the “IPO”).




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(b)              
Annual Bonus. With respect to each fiscal year of the Company ending during his employment, Executive shall
be eligible to earn an annual bonus (an “Annual Bonus”) based on achievement of reasonable individual
and corporate performance objectives established by the Board and communicated to Executive. The target amount of Executive’s
Annual Bonus for each fiscal year will be 50% of the Base Salary paid or payable to Executive for his service in that year, except
that for purposes of calculating Executive’s Annual Bonus, the Base Salary used shall be not less than $376,000. Except as
provided for in Section 6, to receive any Annual Bonus otherwise earned for a given fiscal year, Executive must remain employed
by the Company through the last business day of that year. Any Annual Bonus earned by Executive will be paid no later than March
15 of the year following the end of the applicable fiscal year. In addition, the Executive will receive a one-time bonus of $400,000
(the “Financing Bonus”) upon the closing of the IPO or the Capital Increase so long as the Executive
is employed as of the closing of the IPO or Capital Increase. The Financing Bonus is intended to compensate Executive for the increase
in Executive’s tax burden upon the satisfaction, required by the U.S. Securities and Exchange Commission to be completed
prior to the IPO, of the note to the Company that was taken out to finance the purchase of NovaPark LLC, the entity that owns the
headquarters of the Company. The Financing Bonus, less required withholdings, will be paid within thirty (30) days following the
closing of the IPO or Capital Raise.


(c)               
Employee Benefits.  Executive will be eligible to participate in the employee benefit plans, policies or arrangements
maintained by the Company for its management-level employees, subject to the terms and conditions of such plans, policies or arrangements.
In addition, the Company will reimburse Executive for the premiums associated with the Executive’s
pre-existing life insurance coverage equal to $3,000,000 and pre-existing disability policy through Northwestern Mutual. If the
Executive is participating in the health insurance plan available through the NorthShore LIJ retiree program, the Company will
reimburse the Executive for the monthly premium costs associated with such coverage.


(d)              
Vacations.  In addition to holidays observed by the Company, Executive will be entitled to accrue six weeks
of paid vacation each year in accordance with the published policies of the Company; provided, however, that for the year
in which Executive’s employment commences (or any other partial year of service), this vacation allotment will be pro-rated.


4.                 
Business Expenses. The Company shall pay directly, or reimburse, Executive for travel and business expenses
for meetings, conferences and other events as directed by the Company, in accordance with the Company’s generally applicable
policies. Executive shall be entitled to travel at a class of accommodations equivalent to the other members of the Company’s
executive team.


5.                  Indemnification. Executive
will be entitled to indemnification pursuant to the Company’s bylaws and the Indemnification Agreement to be entered
into between Executive and the Company upon the effectiveness of the registration statement for the IPO. In addition,
promptly after the execution of this Agreement the Company shall engage Conner Strong Insurance (or another firm reasonably
acceptable to Executive) to assess the adequacy of the Company’s current directors and officers insurance policy in
light of the Company’s size and market and shall make adjustments to such coverage if and to the extent reasonably
recommended by that firm.


6.                 
Severance Upon Certain Terminations.  Upon termination of Executive’s employment, Executive will receive
payment for any accrued but unpaid wages, and for any incurred but unreimbursed business expenses, subject to the Company’s
policies for expense reimbursements. In addition, if during the Term the Company terminates the Agreement without Cause or Executive




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resigns for Good
Reason, or if the Executive’s employment terminates upon the expiration of the Term as a result of the Company’s election
not to renew the Term, the Company shall pay Executive (a) his Base Salary (at no less than $376,000 per year) for a period of
two (2) years (the “Severance Period”), (b) the Annual Bonus for the year preceding the year of termination
to the extent not already paid, (c) the Annual Bonus (at target) for each year ending during the Severance Period, and (d) a monthly
stipend equal to the amount of the Executive’s premiums (the “Premium Assistance”) for continuation
of medical and dental benefits pursuant to Executive’s COBRA election (grossed up to account for applicable taxes and withholdings)
for a period of eighteen (18) months; provided, however, that the payments and benefits described in this Section 6 are expressly
conditioned upon Executive’s execution of a general release of claims (the “Release”) against the
Company and its affiliates (excluding rights in his capacity as a stockholder, rights with respect to equity incentive awards and
rights to indemnification for acts performed in his capacity as an director, officer or employee) in a mutually acceptable form,
which must be effective and irrevocable prior to the sixtieth (60th) day following the effective date of the termination
of Executive’s employment (the “Termination Date”). If the Executive does not execute without revocation
the Release in the time period provided herein, Executive will forfeit his right to the severance benefits in this Section 6. Payment
of the Base Salary and Premium Assistance will commence on the sixtieth (60th) day following the Termination Date, and
the first installment shall include the payments that would have been made had the payments commenced on the first payroll date
following the Termination Date. The Annual Bonus that relates to the year before the year in which the Termination Date occurred
shall be paid when it would have been paid had the Executive been employed on the payment date. The Annual Bonuses for the Severance
Period will be paid in a lump sum on December 31 of each year during the Severance Period.


7.                 
Dispute Resolution. 


(a)               
Arbitration. Subject to the Company’s right to seek injunctive relief pursuant to Section 7(b), any
controversy or claim arising out of this Agreement, other than such controversies or claims arising out of either party’s
intellectual property rights for which a provisional remedy or equitable relief is sought, shall be settled by final and binding
arbitration. The arbitration shall take place in New York, New York or, at Executive’s option, the County in which Executive
primarily resided during his service to the Company. The arbitration shall be administered by the American Arbitration Association
(the “AAA”) under its Employment Arbitration Rules, by one arbitrator mutually agreed upon by the parties,
and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the AAA,
then by one arbitrator having relevant employment experience who is chosen by the AAA. Any award or finding shall be confidential.
Executive and the Company shall each be responsible for its own attorneys’ fees. The arbitrator may not award attorneys’
fees to either party unless a statute or contract at issue specifically authorizes such an award.


(b)              
Injunctive Relief. Notwithstanding the agreement to arbitrate, a breach by the Executive of his obligations
under Sections 8 or 9 of this Agreement would cause the Company irreparable harm and no adequate remedy at law would be available
in respect thereof. Accordingly, if any dispute arises between the parties under Sections 8 or 9, the Company shall not be required
to arbitrate such claim under Section 7(a), but shall have the right to institute judicial proceedings in any court of competent
jurisdiction with respect to such dispute or claim and shall be entitled to relief enjoining such acts without the need to post
a bond. If such judicial proceedings are instituted, such proceedings shall not be stayed or delayed pending the outcome




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of any arbitration proceeding under Section
7(a) of this Agreement. The Executive and the Company consent to the jurisdiction of the United States District Court for the Southern
District of New York (or if such court cannot exercise jurisdiction for any reason, to the jurisdiction of the Supreme Court of
New York in and for New York County for this purpose. Further, the Executive and the Company waive any objections to the jurisdiction
of such courts based on improper or inconvenient forum.


8.                 
Company’s Proprietary Rights and Nondisclosure. Executive recognizes that he may be exposed to or have
access to information (including all tangible and intangible manifestations) regarding the patents, copyrights, trademarks, trade
secrets, technology, strategic sales/marketing plans, and business of the Company and agrees as follows:


(a)               
All Proprietary Information (as defined below), whether presently existing or developed in the future, shall be the
sole property of the Company and its assigns. In addition, the Company and its assigns shall be the sole owner of all intellectual
property and other rights in connection with such Proprietary Information.


(b)              
The term “Proprietary Information” shall mean all inventions, works of authorship, trade
secrets, business plans, confidential knowledge, data or any other proprietary information of the Company. By way of illustration
but not limitation, “Proprietary Information” includes, without limitation, (x) inventions, ideas, samples, designs,
applications, drawings, methods or processes, formulas, trade secrets, data, source and object codes, know-how, improvements, discoveries,
developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (y)
information regarding plans for research, development, new products and service offerings, marketing and selling, business plans,
budgets and unpublished financial statements, licenses, sales, pricing, profits and costs, distribution arrangements, suppliers
and customers, marketing, customer and partner strategies, business development plans, customer and partner lists; and information
regarding the skills and compensation of employees of the Company and the Company’s internal organization.


(c)               
During and after his service to the Company, Executive will keep in confidence and trust all Proprietary Information
and shall not reproduce, use or disclose any Proprietary Information or anything related to such information without the prior
written consent of the Company, except as required in the ordinary course of performing the services to be provided hereunder.


9.                 
Restrictive Covenants.


(a)               
No Competition. During the Executive’s employment and through the end of the two (2) year period following
the Termination Date regardless of the reason for the termination, (the “Restricted Period”) the Executive
will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise,
engage, prepare to engage, participate, solicit, assist or invest in any business that is competitive with the business of the
Company (a “Competing Business”) located in any geographic area in which the Company does business. Notwithstanding
the foregoing, (i) the Executive may own up to 2% of the outstanding stock of a publicly held corporation which constitutes or
is affiliated with a Competing Business, and (ii) the Executive may be employed by a large organization which is engaged in a Competing
Business as its non-primary business, so long as Executive is not involved with or assisting such Competing Business, and so long
as Executive does not breach his/her obligations regarding Proprietary
Information.




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(b)              
No Solicitation. During the Restricted Period, the Executive shall not, directly or indirectly, take any of
the following actions, and, to the extent the Executive owns, manages, operates, controls, is employed by or participates in the
ownership, management, operation or control of, or is connected in any manner with, any business, the Executive shall use his/her
best efforts to ensure that such business does not take any of the following actions:


i.                   
persuade or attempt to persuade any customer, prospective customer or vendor or supplier to cease doing business
with the Company, or to reduce the amount of business it does with the Company; or


ii.                 
solicit or service for himself or for any Competing Business the business of a customer, prospective customer or
vendor or supplier.


10.             
Nondisclosure of Third-Party Information. Executive understands that the Company has received and will receive
from third parties information that is confidential or proprietary and that is subject to restrictions on the Company’s use
and disclosure (“Third-Party Information”). During and after his service to the Company, Executive will
hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information, except as permitted
by agreement between the Company and the relevant third party, unless expressly authorized to act otherwise by the Company.


11.             
No Improper Use of Materials. Executive agrees not to bring to the Company or to use in the performance of
services for the Company any materials or documents of a present or former employer of Executive, or any materials or documents
obtained by Executive under a binder of confidentiality imposed by reason of another of Executive’s relationships, unless
such materials or documents are generally available to the public or Executive has authorization from such present or former employer,
client or employee for the possession and unrestricted use of such materials. Executive understands that Executive is not to breach
any obligation of confidentiality that Executive has to present or former employers or clients, and agrees to fulfill all such
obligations during his service to the Company.


12.             
Section 409A. If the termination giving rise to the payments described in Section 6 is not a “Separation
from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise
payable pursuant to that section will instead be deferred without interest and will not be paid until Executive experiences a Separation
from Service. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor
provision) is necessary to avoid the application of an additional tax under Section 409A of the Internal Revenue Code to any payments
due to Executive upon or following his Separation from Service, then notwithstanding any other provision of this Agreement (or
any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following
Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without
interest and paid to Executive in a lump sum immediately following that six month period. This paragraph should not be construed
to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or 1(b)(9)(iii)(or any successor provisions) to amounts payable
to Executive. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to amounts payable
hereunder, each payment in a series of payments
will be deemed a separate payment.




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With respect to any
expense reimbursement or in-kind benefit provided to Executive that constitutes a “deferral of compensation” within
the meaning of Section 409A of the Internal Revenue Code, (a) the expenses must be incurred during Executive’s lifetime,
(b) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not
affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year,
(c) reimbursements shall be made on or before the last day of the calendar year following the calendar year in which the applicable
expense is incurred, and (d) the right to reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit.



13.             
Miscellaneous Provisions.


(a)               
Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall
be deemed to have been duly given when personally delivered, when delivered by a nationally recognized overnight courier with delivery
charges prepaid, or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case
of Executive, mailed notices shall be addressed to him at the home address that he most recently communicated to the Company in
writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary.


(b)              
Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other
than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement
by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another
time.


(c)               
Whole Agreement. This Agreement contains the entire understanding of the parties with respect to the subject
matter hereof and supersedes all prior understandings, arrangements and agreements regarding this subject matter.


(d)              
Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the State
of New York, without regard to its rules and provisions governing choice of laws. If any provision of this Agreement becomes or
is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage,
then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and
enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision
shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement
is rendered illegal by any present or future statute, law, ordinance or regulation (collectively the “Law”),
then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance
with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or
limitation.


(e)               
No Assignment. This Agreement and all rights and obligations of Executive hereunder are personal to Executive
and may not be transferred or assigned by Executive at any




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time. The Company
may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with
a sale of the Company, or any sale or transfer of all or a substantial portion of the Company’s assets, to such entity.


(f)               
Legal Fees. The Company shall reimburse Executive for his reasonable legal fees up to a maximum of $20,000
in connection with the preparation of this Agreement and the option award described above in Section 3 upon submission of the invoices
detailing the fees.


(g)              
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.


[Signature page follows]




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In Witness Whereof,
each of the parties has executed this Executive Employment Agreement, in the case of the Company by its duly authorized officer,
on the day and year first above written.





	 	Angion Biomedica
Corp.
	 	 
	 	By: 	/s/ Michael A. Yamin
	 	Name: 

Title:	Michael A. Yamin
Vice President


 





		Executive
	 	 
		
		/s/ Itzhak D. Goldberg
		Itzhak D. Goldberg


 


 


 


 









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