Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”) dated effective June 8, 2015 (the “Effective Date”), by and between
Lion Biotechnologies, Inc., a Nevada corporation (the “Company”), and Molly Henderson (“Executive”)
(either party individually, a “Party”; collectively, the “Parties”).


 


WHEREAS, the Company
desires to retain the services of Executive to serve as the Company’s new Chief Financial Officer.


 


WHEREAS, the Parties
desire to enter into this Agreement to set forth the terms and conditions of Executive’s employment by the Company and to
address certain matters related to Executive’s employment with the Company;


 


WHEREAS, both the Company
and the Executive have read and understood the terms and provisions set forth in this Agreement, and Executive acknowledges Executive
has been afforded a reasonable opportunity to review this Agreement with Executive’s legal counsel to the extent desired;


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties
hereto agree as follows:


 


1.Employment.
Effective commencing as of the Effective Date, the Company hereby employs Executive, and Executive hereby accepts such employment,
upon the terms and conditions set forth herein.


 


2.Duties.


 


2.1Position.
Executive shall be employed by the Company in the position of Chief Financial Officer and shall be the Company’s most senior
executive officer with responsibility for financial matters. Executive shall have the duties and responsibilities consistent with
the position of Chief Financial Officer and such other duties and responsibilities assigned by the Company’s Chief Executive
Officer. Executive shall perform faithfully and diligently such duties as are reasonable and customary for Executive’s position,
as well as such other duties as the Chief Executive Officer shall reasonably assign from time to time. Executive shall provide
her services hereunder from any offices that the Company may hereafter establish in New York, New York, or from her home, as the
Chief Executive Officer may hereafter direct or approve.


 


2.2Best Efforts/Full-Time.


 


2.2(a)Executive
understands and agrees that Executive will faithfully devote Executive’s best efforts and substantially all of her time during
normal business hours to advance the interests of the Company. Executive will abide by all policies duly adopted by the Company,
as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in a manner that Executive
reasonably believes to be in the best interest of the Company at all times. Executive further understands and agrees that Executive
has a fiduciary duty of loyalty to the Company to the extent provided by applicable law and that Executive will take no action
which materially harms the business, business interests, or reputation of the Company.


 






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2.2(b)Executive
agrees that Executive will not directly engage in competition with the Company at any time during the existence of the employment
relationship between the Company and Executive.


 


2.2(c)Executive
agrees that, during the term of this Agreement, Executive shall work exclusively for the Company. Consequently, Executive agrees
to not accept employment, of any kind, from any person or entity other than the Company, and to not perform duties or render services
to any person or entity other than the Company.


 


3. At-Will Employment.
Executive’s employment with the Company will be “at-will” and will not be for any specific period of time. As
a result, Executive is free to resign at any time, for any or no reason, as Executive deems appropriate. The Company will have
a similar right and may terminate Executive’s employment at any time, with or without cause. Executive’s and the Company’s
respective rights and obligations at the time of termination are outlined below in Section 6 of this Agreement.


 


4.Compensation.


 


4.1Base Salary.
As compensation for the performance of all duties to be performed by Executive hereunder, the Company shall pay to Executive a
base salary of $275,000 per year, less required deductions for state and federal withholding tax, social security and all other
employment taxes and authorized payroll deductions, payable on a prorated basis as it is earned, in accordance with the normal
payroll practices of the Company (the “Base Salary”).


 


4.2Stock Options.
As of the Effective Date, Executive shall receive stock options to purchase an aggregate of 200,000 shares of the Company’s
common stock. To the extent legally permitted, the stock options shall be incentive stock options. The stock options will have
an exercise price equal to the fair market value of the common stock on the Effective Date. Provided that Executive is still employed
with the Company on the following dates, the foregoing stock options will vest in three installments as follows: (i) Options for
the purchase of 66,672 shares shall vest on one year anniversary of the Effective Date; and (ii) the remaining stock options shall
vest as to 16,666 shares at the end of each quarter over the next two years, commencing with the first quarter following the first
anniversary of the Effective Date. Upon the termination of your employment with the Company for any reason, the unvested options
will be forfeited and returned to the Company. In addition to the foregoing grant of options, Executive shall also be entitled
to receive stock option grants under the Company’s stock option plan commencing one year after the Effective Date in such
amounts and upon such terms as shall be determined by the Board of Directors, in its sole discretion.


 


4.3Incentive Compensation.
Executive will be eligible to participate in the Company’s annual incentive compensation program (“Incentive Plan”)
applicable to executive employees, as approved by the Board (the year in which the program is implemented, the “Plan Year”).
The target potential amount payable to Executive under the Incentive Plan, if earned, shall be 25% of Executive’s Base Salary
earned during the applicable calendar year. Compensation under the Incentive Plan (“Incentive Compensation”)
will be conditioned on the satisfaction of individual and Company objectives, as established in writing by the Company, and the
condition that Executive is employed by Company on the Incentive Compensation payment date, which shall be on or before March 15th
of the year following the Plan Year. The payment of any Incentive Compensation pursuant to this Section 4.3 shall be made in accordance
with the normal payroll practices of the Company, less required deductions for state and federal withholding tax, social security
and all other employment taxes and authorized payroll deductions.


 






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4.4Performance
Review. The Company will periodically review Executive’s performance on no less than an annual basis and may increase
(but not decrease) Executive’s salary or other compensation, as it deems appropriate in its sole and absolute discretion.


 


4.5Customary Fringe
Benefits. Executive understands and agrees that certain employee benefits may be provided to the Executive by the Company incident
to the Executive's employment. Executive will be eligible for all customary and usual fringe benefits generally available to executive
employees and all other employees of the Company subject to the terms and conditions of the Company’s benefit plan documents.
Executive understands and agrees that any employee benefits provided to the Executive by the Company incident to the Executive's
employment (other than Base Salary, Incentive Compensation and any applicable Severance Payment) are provided solely at the discretion
of the Company and may be modified, suspended or revoked at any time, without notice or the consent of the Executive, unless otherwise
provided by law. Moreover, to the extent that these benefits are provided pursuant to policies or plan documents adopted by the
Company, Executive acknowledges and agrees that these benefits shall be governed by the applicable employment policies or plan
documents. The benefits to be provided to Executive shall include group health and dental insurance and participation in a 401-K
plan.


 


4.6Personal Time
Off (“PTO”). Executive will be eligible to receive 12 PTO days per year. PTO is an accrued benefit and will
be paid out at termination in accordance with the Company’s standard PTO policies. In addition, Executive will be eligible
to receive two floating holidays per year.


 


4.7Business Expenses.
Executive will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of Executive’s
duties on behalf of the Company, including travel-related expenses. To obtain reimbursement, expenses must be submitted promptly
with appropriate supporting documentation in accordance with the Company’s policies.


 


5.Confidentiality
and Proprietary Agreement. Executive agrees to abide by the Company’s Employee Proprietary Information and Inventions
Agreement (the “Non-Disclosure Agreement”), which Executive has signed and is incorporated herein by reference.


 






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6.Termination
of Executive’s Employment. 


 


6.1Termination
for Cause by the Company. The Company may terminate Executive’s employment immediately at any time and without notice
for “Cause.” For purposes of this Agreement, “Cause” shall mean (i) a material breach by Executive of this
Agreement or the Non-Disclosure Agreement; (ii) the death of Executive or her disability resulting in her inability to perform
her reasonable duties assigned hereunder for a period of 180 days; (iii) Executive’s theft, dishonesty, or falsification
of any Company documents or records; (iv) Executive’s improper use or disclosure of the Company’s confidential or proprietary
information; or (v) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs
Executive’s ability to perform her duties hereunder or which in the Board’s judgment may materially damage the business
or reputation of the Company; provided, however, that prior to termination for cause arising under clause (i), Executive shall
have a period of ten days after written notice from the Company to cure the event or grounds constituting such cause. Any notice
of termination provided by Company to Executive under this Section 6.1 shall identify the events or conduct constituting the
grounds for termination with sufficient specificity so as to enable Executive to take steps to cure, if curable, the same if such
default is a material breach by Executive of this Agreement of the Non-Disclosure Agreement. In the event Executive’s employment
is terminated in accordance with this subsection 6.1, Executive shall be entitled to receive only the Base Salary and any earned
Incentive Compensation (as defined in Section 4.3 above) then in effect, prorated to the date of termination. All other obligations
of the Company to Executive pursuant to this Agreement will be automatically terminated and completely extinguished.


 


6.2Termination
Without Cause By The Company/Separation Package. The Company may terminate Executive’s employment under this Agreement
without Cause (as defined in Section 6.1 above) at any time on thirty (30) days’ advance written notice to Executive. In
the event of such termination, Executive will receive Executive’s Base Salary through the date of termination and a prorated
portion of any Incentive Compensation that was earned under Section 4.3 through the date of termination. Upon such termination
without Cause, any then unvested stock options granted to Executive by the Company will become fully vested and Executive shall
have twelve months from the date of termination within which to exercise her vested options. In addition, upon a termination of
Executive’s employment by the Company without Cause, Executive will be eligible to receive a “Severance Payment”
equivalent to twelve months of Executive’s then Base Salary, payable in full within thirty (30) days after termination, provided
that Executive first satisfies the Severance Conditions. For purposes of this Agreement, the “Severance Conditions”
are defined as (1) Executive’s execution and non-revocation of a full general release, in the form attached hereto as Exhibit
A, and such release has become effective in accordance with its terms prior to the 30th day following the termination date; and
(2) Executive’s reaffirmation of Executive’s commitment to comply, and actual compliance, with all surviving provisions
of this Agreement. Following payment of the Severance Payment, Base Salary, any Incentive Compensation and any benefits required
to be paid in accordance with applicable benefit plans through the date of termination, all other obligations of the Company to
Executive pursuant to this Agreement will be automatically terminated and completely extinguished.


 


 






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6.3Termination
Upon a Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (1) a merger or
consolidation or the sale or exchange by the stockholders of the Company of capital stock of the Company, where the stockholders
of the Company immediately before such transaction do not obtain or retain, directly or indirectly, at least a majority of the
beneficial interest in the voting stock or other voting equity of the surviving or acquiring corporation or other surviving or
acquiring entity, in substantially the same proportion as before such transaction; (2) any transaction or series of related transactions
to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or
(3) the sale or exchange of all or substantially all of the Company’s assets (other than a sale or transfer to a subsidiary
of the Company as defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”)),
where the stockholders of the Company immediately before such sale or exchange do not obtain or retain, directly or indirectly,
at least a majority of the beneficial interest in the voting stock or other voting equity of the corporation or other entity acquiring
the Company’s assets, in substantially the same proportion as before such transaction; provided, however, that
a Change of Control shall not be deemed to have occurred pursuant to any transaction or series of transactions relating to a public
or private financing or re-financing, the principal purpose of which is to raise money for the Company’s working capital
or capital expenditures and which does not result in a change in a majority of the members of the Board. If, within six (6) months
immediately preceding a Change of Control or within twelve (12) months immediately following a Change of Control, the Executive’s
employment is terminated by the Company for any reason other than Cause, then the Executive shall be entitled to receive the Severance
Payment and stock option vesting and exercisability set forth in Section 6.2, provided that Executive first satisfies the
Severance Conditions. Following payment of the Severance Payment, Base Salary, any Incentive Compensation and any benefits required
to be paid in accordance with applicable benefit plans through the date of termination, all other obligations of the Company to
Executive pursuant to this Agreement will be automatically terminated and completely extinguished.


 


6.4Resignation.
Executive shall have the right to terminate this Agreement at any time, for any reason, by providing the Company with thirty (30)
days written notice, provided, however, that subsequent to Executive’s resignation, Executive shall be required to comply
with all surviving provisions of this Agreement. Executive shall not be entitled to any Severance Pay. Executive will only be entitled
to receive Executive’s Base Salary earned up to the date of termination. Notwithstanding the foregoing, Executive has the
right upon thirty (30) days written notice to the Company to terminate Executive’s employment for “Good Reason”
due to occurrence of any of the following: (i) the Company’s requirement that Executive report for work at a location
more than forty-five (45) miles from her home without the written consent of Executive to such relocation, (ii) a material adverse
change in Executive’s title, duties or responsibilities; (iii) any failure by the Company to pay, or any reduction by Company
of, the base salary or any failure by Company to pay any Incentive Compensation to which Executive is entitled pursuant to Section 4;
(iv) the Company creates a work environment designed to constructively terminate Executive or to unlawfully harass or retaliate
against Executive; or (v) a Change of Control occurs in which the Company is not the surviving entity and the surviving entity
fails to offer Executive an executive position at a compensation level at least equal to Executive’s then compensation level
under this Agreement. In the event that Executive terminates her employment for Good Reason, then Executive shall be entitled to
receive the Base Salary, any earned Incentive Compensation, Severance Payment and stock option vesting and exercisability as if
Executive were terminated by the Company without Cause under Section 6.2, subject to Executive’s compliance with all
of the Severance Conditions.


 






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6.5Application
of Section 409A.


 


6.5(a) Notwithstanding
anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral
of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A
Regulations”) shall be paid unless and until Executive has incurred a “separation from service” within the
meaning of the Section 409A Regulations.


 


6.5(b)Company intends
that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code.
The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A
of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this
Agreement. In any event, except for Company’s responsibility to withhold applicable income and employment taxes from
compensation paid or provided to Executive, Company shall not be responsible for the payment of any applicable taxes on compensation
paid or provided to Executive pursuant to this Agreement.


 


6.5(c)Furthermore,
to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of
the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on
account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment
Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier,
the date of Executive’s death following such separation from service. All such amounts that would, but for this Section,
become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.


 


6.5(d)Notwithstanding
anything herein to the contrary, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be
subject to the following conditions: (i) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall
not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (ii) the reimbursement of eligible
expenses or in-kind benefits shall be made promptly, subject to Company’s applicable policies, but in no event later than
the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit.


 


6.5(e)For purposes
of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to
a series of separate payments.


 


7.General Provisions.


 


7.1Successors
and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Company. Executive shall not be entitled to assign any of Executive’s rights or obligations
under this Agreement.


 






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7.2Waiver.
Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision,
or prevent that party thereafter from enforcing each and every other provision of this Agreement.


 


7.3Attorney’s
Fees. In the event of any dispute or claim relating to or arising out of Executive’s employment relationship with Company,
this Agreement, or the termination of Executive’s employment with Company for any reason, the prevailing party in any such
dispute or claim shall be entitled to recover its reasonable attorney’s fees and costs.


 


7.4Severability.
In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction,
such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being
intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification
is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity
and enforceability of the remaining provisions shall not be affected thereby.


 


7.5Interpretation;
Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this
Agreement. Executive has participated in the negotiation of the terms of this Agreement. Furthermore, Executive acknowledges that
Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore,
the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.


 


7.6Governing Law.
This Agreement will be governed by and construed in accordance with the laws of the United States and the internal laws of the
State of New York.


 


7.7Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given
as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt;
(c) by telecopy, facsimile transmission, or electronic transmission such as e-mail, upon acknowledgment of receipt of electronic
transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent
to the addresses set forth below, or such other address as either party may specify in writing.


 


7.8Entire Agreement.
This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or
simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended
or modified only with the written consent of Executive and the Company. No oral waiver, amendment or modification will be effective
under any circumstances whatsoever.


 









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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT
AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES
SHOWN BELOW.


 










 





	 	 	 	 
		EXECUTIVE:
		 	 	 
	Dated:June 5, 2015



	Molly Henderson	 
	 	 	 	 
	 	 	 	 
	 	s/o Molly Henderson	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	COMPANY:
	 	 	 	 
	Dated:June 5, 2015	Lion Biotechnologies, Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	s/o Elma Hawkins
	 	 	 	 
	 	 	 	 
	 	 	Name:  Elma Hawkins	 
	 	 	Title: Chief Executive Officer	 







 









     


     


    

 


 


Exhibit A


 


Form of Release and Waiver of Claims


 


In consideration for the severance payments and other benefits
provided for in the Executive Employment Agreement, effective as of June 8, 2015 (the “Employment Agreement”),
I, Molly Henderson, hereby furnish Lion Biotechnologies, Inc., a Nevada corporation (the “Company”) with the
following release and waiver (the “Release and Waiver”).


 


In exchange for the consideration provided to me by the Employment
Agreement, I hereby generally and completely release the Company and its officers, directors, employees, agents, attorneys, predecessors,
successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my
signing this Release and Waiver. This general release includes, but is not limited to: (1) all claims arising out of or in any
way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation
or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements,
severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for
breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort
claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy;
and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, and the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”).


 


I acknowledge that, among other rights, I am waiving and releasing
any rights I may have under ADEA and that this Release and Waiver is knowing and voluntary. I further acknowledge that I have been
advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate
to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior
to executing this Release and Waiver; (c) I have 21 days in which to consider this Release and Waiver (although I may choose voluntarily
to execute this Release and Waiver earlier); (d) I have seven days following the execution of this Release and Waiver to revoke
my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the eighth day after I execute
this Release and Waiver and the revocation period has expired. Notwithstanding the foregoing, nothing contained in this Release
and Waiver shall waive, release or otherwise diminish any claims that I might have at law or in equity for payment of severance
or other benefits to which I am entitled under the terms of the Employment Agreement.


 


I acknowledge my continuing obligations under my Employee Proprietary
Information and Inventions Agreement between myself and the Company (the “Confidentiality Agreement”). I understand
and agree that my right to the severance pay I am receiving is in exchange for my agreement to the terms of this Release and Waiver
and is contingent upon my continued compliance with my Confidentiality Agreement.


 


This Release and Waiver, including the Confidentiality Agreement,
and the Employment Agreement constitute the complete, final and exclusive embodiment of the entire agreement between the Company
and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly
stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the
Company.


 


 


    s/o
Molly Henderson         


Molly Henderson


 


 


Dated: June 5, 2015