Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


for

Dr. Jyrki Mattila


 


This Executive Employment
Agreement (the “Agreement”), made between Lipocine Inc. (the “Company”) and Dr. Jyrki Mattila
(“Executive”) (each a “Party” and collectively, the “Parties”), is effective
as of May 15, 2015.


 


WHEREAS, the
Company desires for Executive to provide services to the Company;


 


WHEREAS, Executive
began providing services to the Company on May 15, 2015;


 


WHEREAS, on
May 15, 2015, Executive was granted an option to purchase eighty thousand (80,000) shares of the Company’s common stock pursuant
to the terms and conditions of an option grant agreement with an exercise price equal to the closing price of the Company’s
common stock as reported on The NASDAQ Capital Market on the date of such grant; and


 


WHEREAS, Executive
is willing to perform services for the Company on the terms and conditions set forth in this Agreement;


 


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


 


1.     
     Employment by the Company.


 


1.1.         Position.
Executive shall serve as the Company’s Executive Vice President and Chief Business Officer. During the term of Executive’s
employment with the Company, Executive will devote substantially all of Executive’s business time and attention to the business
of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s
general employment policies.


 


1.2.         Duties
and Location.


 


(i)          Executive
shall perform such duties as are required by the Company’s Chief Executive Officer, to whom Executive will report. Once Executive
establishes Permanent Residence in Salt Lake County, Executive’s primary office location shall be the Company’s offices
located in Salt Lake City, Utah. The Company reserves the right to reasonably require Executive to perform Executive’s duties
at places other than Executive’s primary office location from time to time, and to require reasonable business travel.


 


1.3.          Policies
and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices
of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment
policies or practices, this Agreement shall control.


 




     


     


    




 


2.    
      Compensation.


 


2.1.         Salary.


 


(i)          For
services to be rendered hereunder, Executive shall initially receive a base salary at the rate of Three Hundred Thousand Dollars
($300,000) per year (the “Base Salary”), subject to standard payroll deductions and withholdings payable in
accordance with the Company’s regular payroll schedule.


 


(ii)         At
the time Executive establishes his Permanent Residence in Salt Lake County, Utah, Executive’s Base Salary will be increased
by Twenty-Five Thousand Dollars ($25,000).


 


2.2.         Bonus.
Executive will be eligible for an annual discretionary bonus (“Annual Bonus”) of up to Thirty Five percent (35%)
of Executive’s applicable Base Salary or such higher amount as may be determined by the Company’s Board of Directors
(“Board”) (or compensation committee thereof) from time to time. Whether Executive receives an annual bonus,
and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s
and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board. Bonuses are generally
paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus
is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including
a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid except as agreed
to in Section 3.2.


 


2.3.         Standard
Company Benefits. Executive shall be entitled to participate in all employee benefit programs for which Executive is eligible
under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its
employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time.


 


2.4.         Expenses.
The Company will reimburse Executive for reasonable business travel, entertainment or other expenses, including cellular phone,
incurred by Executive in furtherance 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.


 


2.5.         Other.


 


(i)          Prior
to Executive’s establishment of a Permanent Residence in Salt Lake County, which shall occur on a date determined by Executive,
the Company will reimburse Executive for (a) coach-class airfare for roundtrip travel between Executive’s current home and
Salt Lake City, (b) rent for an apartment in Salt Lake City, and (c) car rental while Executive is in Salt Lake City, provided
that reimbursement pursuant to this Section 2.5(i) shall not exceed Thirty-Seven Thousand Five Hundred Dollars ($37,500) in the
aggregate.


 




    	 	2	 



     


    

  


(ii)         At
the time Executive establishes his Permanent Residence in Salt Lake County, Executive shall receive a one-time lump sum bonus of
Thirty-Seven Thousand Five Hundred Dollars ($37,500), less applicable taxes required to be withheld, provided, however,
that to the extent this one-time bonus has already been paid, if Executive’s employment with the Company terminates because
Executive voluntarily quits or is terminated for Cause before the first anniversary of Executive’s first day of employment,
this one-time bonus must be repaid to the Company within thirty (30) days of termination.


 


(iii)        At
the time Executive establishes his Permanent Residence in Salt Lake County, Executive will be granted an option to purchase ten
thousand (10,000) shares of the Company’s common stock (the “Relocation Option”) pursuant to the terms
and conditions of an option grant agreement. The exercise price of the Relocation Option shall be the closing price of the Company’s
common stock as reported on The NASDAQ Capital Market on the date the Relocation Option is granted to Executive. Such option shall
vest at a rate of 33.34% on the first anniversary of Executive’s first day of Permanent Residency in Salt Lake County and
the remaining 66.66% shall vest monthly on a pro-rata basis over the following two years of continuous employment.


 


(iv)        The
Company has D&O insurance coverage and will specifically name Executive as a covered employee under that policy. The Company
will also enter into its standard Indemnification Agreement with Executive.


 


3. 
         Termination of Employment; Severance.


 


3.1.         At-Will
Employment. Executive’s employment relationship is at-will. Either Executive or the Company may terminate the employment
relationship at any time, with or without Cause or advance notice. Upon termination for any reason, Executive shall receive (i) all
unpaid salary and unpaid vacation accrued through the separation date; (ii) any payments/benefits to which the Executive is
entitled under the express terms of any applicable Company employee benefit plan; and (iii) any unreimbursed valid business
expenses for which the Executive has submitted properly documented reimbursement requests. Executive’s right to payment under
any then outstanding equity awards shall be governed by their applicable terms.


 


3.2.         Termination
Without Cause; Resignation for Good Reason.


 


(i)          The
Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive
may resign at any time for Good Reason (as defined below).


 


(ii)         In
the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good
Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation
Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”),
and provided that Executive remains in compliance with the terms of this Agreement and the Company’s policies applicable
to Executive and satisfies the requirements set forth in Section 4, then Executive shall receive the following severance benefits:


 




    	 	3	 



     


    




 


(a)          Severance
(the “Severance”) in an amount equal to fifty-two weeks of Base Salary as in effect immediately prior to the
separation date. The Severance shall be subject to standard payroll deductions and withholdings, and will be payable in a lump-sum
on the 60th day following Executive’s Separation from Service.


 


(b)          If
Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health
plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Employee’s and his
covered dependents’ health insurance coverage in effect for himself on the termination date twenty-six weeks, with such payments
to cease in the event Executive becomes eligible for health insurance coverage in connection with new employment or Executive ceases
to be eligible for COBRA continuation coverage for any reason. Notwithstanding the foregoing, if at any time the Company determines
that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without
limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section,
the Company shall pay Executive on the last day of each remaining month of the payment period, a fully taxable cash payment equal
to the COBRA premium for such month, subject to applicable tax withholding, to be made without regard to Executive’s payment
of COBRA premiums.


 


(c)          The
vesting of all of Executive’s equity interests in the Company shall be accelerated such that all equity interests shall be
deemed vested and exercisable as of Executive’s last day of employment.


 


(iii)        If
Executive’s termination without Cause or resignation for Good Reason occurs as of or immediately prior to, or within twelve months,
following the closing of a Change-in-Control (and provided such termination or resignation constitutes a Separation from Service),
and provided that Executive remains in compliance with the terms of this Agreement and the Company’s policies applicable
to Executive and satisfies the requirements set forth in Section 4, then in lieu of the benefits set forth in Section 3.2(ii)(a)
and (b), Executive shall receive the following severance benefits:


 


(a)          Severance
in an amount equal to the sum of the following (shall be subject to standard payroll deductions and withholdings, and payable in
a lump-sum on the 60th day following Executive’s Separation from Service):


 


(1)         Fifty-two
weeks of Base Salary as in effect immediately prior to the separation date; and


 


(2)         The
product of (A) Executive’s Base Salary as in effect immediately prior to the separation date, multiplied by (B) Executive’s
annual bonus percentage target as in effect immediately prior to the separation date.


 


(b)          If
Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health
plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Employee’s and his
covered dependents’ health insurance coverage in effect for himself on the termination date for twenty-six weeks, subject
to the terms and conditions set forth in Section 3.2(ii)(b).


 




    	 	4	 



     


    

  


(c)          The
vesting of all of Executive’s equity interests in the Company shall be accelerated such that all equity interests shall be
deemed vested and exercisable as of Executive’s last day of employment.


 


3.3.         Termination
for Cause; Resignation Without Good Reason; Death or Disability.


 


(i)          The
Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any
time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or
disability.


 


(ii)         If
Executive resigns without Good Reason, or the Company terminates Executive’s employment for Cause, or upon Executive’s
death or disability, then (a) Executive will no longer vest in any equity interests that are subject to vesting, (b) all
payments of compensation by the Company to Executive under this Agreement will terminate immediately (except as to amounts already
earned), and (c) Executive will not be entitled to any severance benefits hereunder, including the Severance.


 


4.   
       Conditions to Receipt of the Severance Benefits.
Executive’s receipt of the severance benefits set forth in Sections 3.2(ii) and (iii) will be subject to Executive
signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the
“Separation Agreement”). No severance benefits will be paid or provided until the Separation Agreement
becomes effective.


 


5.      
    Section 409A. It is intended that all of the severance benefits and other
payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code
Section 409A provided under Treasury Regulations 1.409A 1(b)(4), 1.409A 1(b)(5) and 1.409A 1(b)(9), and this Agreement
will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this
Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of
Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)),
Executive’s right to receive any installment payments under this Agreement (whether severance payments,
reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each
installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision
to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from
Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the
payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be
“deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in
order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under
Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the
six-month period measured from the date of Executive’s Separation from Service with the Company, (ii) the date of
Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of
adverse taxation. Upon the first business day following the expiration of such applicable Code
Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall be paid in a lump sum to
Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No
interest shall be due on any amounts so deferred.


 




    	 	5	 



     


    




 


6.   
       Definitions.


 


(i)          Cause.
For purposes of this Agreement, “Cause” for termination means (a) conviction of, or the entry of a plea of guilty
or no contest to, a felony or any crime that may materially adversely affect the business, standing or reputation of the Company;
(b) dishonesty, fraud, embezzlement or other misappropriation of funds; (c) material breach of this Agreement that remains uncured
30 days after written notice of breach; (d) willful refusal to perform the lawful, good faith and reasonable directives of the
Company’s Chief Executive Officer; or (e) termination of Executive’s employment pursuant to Sections 10.2 and 10.3
of this Agreement.


 


(ii)         Good
Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation of employment
with the Company if any of the following actions are taken by the Company without Executive’s prior written consent: (a) a
material reduction in Executive’s Base Salary, unless the reduction is proportional to an across-the-board decrease affecting
all senior executives; or (b) a material reduction in Executive’s duties and responsibilities. Notwithstanding the foregoing,
the Company may change Executive’s duties and responsibilities to fit the needs of the Company so long as such change(s)
do not materially reduce Executive’s duties to the Company. In order to resign for Good Reason, Executive must provide written
notice to the Company’s Board within 30 days after the first occurrence of the event giving rise to Good Reason setting
forth the basis for Executive’s resignation, allow the Company at least 30 days from receipt of such written notice
to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive
then holds with the Company not later than 90 days after the expiration of the cure period.


 


(iii)        Change-in-Control.
For purposes of this Agreement, “Change-in-Control” will have the meaning set forth in the Amended and Restated
Lipocine Inc. 2014 Equity Incentive Plan.


 


(iv)        Permanent
Residence. For purposes of this Agreement, Executive shall have established permanent residency in Salt Lake County once he
has registered to vote in Salt Lake County.


 


7.      
    Proprietary Information Obligations. Executive shall be required to execute and
abide by the Company’s standard form of Employee Proprietary Information and Inventions Agreement. Pursuant to Section
8, Executive shall also be required to execute and abide by the Company’s form of Employee Restrictive Covenant
Agreement.


 




    	 	6	 



     


    




 


8.  
        Outside Activities During Employment.


 


8.1.          Non-Company
Business. Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment
with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive
is a passive investor. Executive is permitted to serve as a member of the board of directors of one company provided that such
company is not a competitor of the Company. Executive may engage in civic and not-for-profit activities so long as such activities
do not materially interfere with the performance of Executive’s duties hereunder.


 


8.2.          No
Adverse Interests. Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment
or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.


 


9.   
       Code Section 280G. If any payment or benefit Executive would
receive from the Company or otherwise in connection with a Corporate Transaction or other similar transaction
(“Payment”) would (i) constitute a “parachute payment” within the meaning of
Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount.
The “Reduced Amount” will be either (x) the largest portion of the Payment that would result in no
portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of
the Payment, whichever amount ((x) or (y)), after taking into account all applicable federal, state and local employment
taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s
receipt of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise
Tax. If a Reduced Amount will give rise to the greater after tax benefit, the reduction in the Payments will occur in the
following order: (a) reduction of cash payments; (b) cancellation of accelerated vesting of equity awards in such a
manner as to produce the least amount of reduction necessary; and (c) reduction of other benefits paid to Executive.
Within any such category of payments and benefits (that is, (a), (b) or (c)), a reduction will occur first with respect to
amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to
amounts that are. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such
acceleration of vesting will be canceled, subject to the immediately preceding sentence, in the reverse order of the date of
grant, except to the extent a different chronology is necessary to produce the least amount of reduction. The registered
public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the
event described in Section 280G(b)(2)(A)(i) of the Code will perform the foregoing calculations. If the registered
public accounting firm so engaged by the Company is serving as accountant or auditor for the acquirer or is otherwise unable
or unwilling to perform the calculations, the Company will appoint a nationally recognized firm that has expertise in these
calculations to make the determinations required hereunder. The Company will bear all expenses with respect to the
determinations by such independent registered public accounting firm required to be made hereunder. Any good faith
determinations of the independent registered public accounting firm made hereunder will be final, binding and conclusive upon
the Company and Executive.


 




    	 	7	 



     


    

 


10.         Further
Agreements of Executive.


 


10.1.          No
Restrictions. Executive warrants and represents that he is not bound by any employment contract, restrictive covenant or any
other restriction preventing Executive from entering into employment with the Company or limiting Executive’s ability to
conduct the activities contemplated by this Agreement or to carry out his responsibilities to the Company, or which is in any other
way inconsistent with the terms of this Agreement.


 


10.2.          Documentation.
For purposes of federal immigration law, Executive will be required to provide to the Company documentary evidence of Executive’s
identity and eligibility for employment in the United States. Executive agrees to provide such documentation within three (3) business
days of his date of hire. If Executive does not provide such documentation within three (3) business days of his date of hire,
Executive’s employment with the Company may be terminated.


 


10.3.          Background
Check. Executive’s employment under this Agreement is subject to Executive passing a standard criminal background check,
testing for any recent use of illegal drugs, Food and Drug Administration debarment certification and any other employment related
issues that may negatively affect Executive’s performance under this Agreement. Executive hereby consents to such background
check. If Executive does not pass the criminal background check, Executive’s employment with the Company may be terminated.


 


10.4.          Resignation
by Executive. Executive shall not voluntarily retire, resign or otherwise terminate his relationship with the Company or any
of its affiliates without first giving the Company at least sixty (60) days prior written notice of the effective date of such
retirement, resignation or other termination. Such written notice shall be sent by certified mail to Lipocine Inc., Attn: President
and CEO, 675 Arapeen Dr. Suite 202, SLC, UT 84124. The Company retains the right to waive the notice requirement in whole or in
part or to place you on paid leave for all or part of this sixty (60) day period.


 


10.5.          No
Solicitation. Executive agrees that if his employment is terminated for any reason by either Party, Executive shall not for
a period of one (1) year after such termination, without the Company’s prior written consent, directly or indirectly: (a)
solicit or induce, or cause or encourage others to solicit or induce, approach, counsel, attempt or cause or induce, or encourage
others to solicit or induce, any employees of the Company to leave the Company; (b) hire or cause others to hire any employees
of the Company; or (c) encourage or assist in the hiring process of any employees of the Company, or cause others to participate,
encourage or assist in the hiring process of any employees of the Company.


 




    	 	8	 



     


    




 


10.6.       Non-Disclosure
of Confidential Information. Executive shall not at any time, whether during Executive’s employment or following the
termination of Executive’s employment, for any reason, directly or indirectly disclose or furnish to any entity, firm, corporation
or person any confidential or proprietary information of the Company with respect to any aspect of its operation, business or clients.
Executive shall be allowed to disclose confidential information to the extent that such disclosure is (a) duly approved in writing
by the Company; (b) necessary for Executive to enforce his rights under this Agreement in connection with a legal proceeding; or
(c) required by law or by the order of a court or similar judicial or administrative body, provided that Executive notify the Company
of such required disclosure promptly and cooperate with the Company in any lawful action to contest or limit the scope of such
required disclosure. Confidential or proprietary information shall mean information not generally known to the public to which
Executive gains access by reason of Executive’s employment by the Company and includes, but is not limited to, information
relating to all present or past customers, trade secrets, business and marketing plans, research and development plans, financial
data and strategies, salaries and employment benefits, and operational costs. This provision shall survive the expiration of this
Agreement.


 


10.7.       Company
Property. All records, files, memoranda, reports, customer information, client lists, documents and equipment relating to the
business of the Company, whether in electronic or any other format, which Executive prepares, possesses or comes in contact with
while he is an employee of the Company, shall remain the sole property of the Company. Executive agrees upon termination of Executive’s
employment, that Executive shall provide to the Company all documents, papers, files, electronic media, or other material in Executive’s
possession and under Executive’s control that are connected with or derived from Executive’s services to the Company.
Executive agrees that the Company owns all work products, patents, copyrights, trademarks, trade secrets and other material produced
by Executive during Executive’s employment with the Company. This provision shall survive the expiration of this Agreement.


 


10.8.       Remedies.
In the event executive breaches his obligations under this Agreement, the Company, in addition to being entitled to exercise all
rights granted by the law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.
Executive acknowledges that the Company shall suffer irreparable harm in the event of a breach or prospective breach of any of
the provisions of this Section 10 and that any monetary damages would not be adequate relief. Accordingly, the Company shall be
entitled to injunctive relief in any federal or state court of competent jurisdiction located in Salt Lake County in the State
of Utah, or in any state in which Executive resides.


 


11.         General
Provisions.


 


11.1.       Notices.
Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal
delivery by fax) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive
at the address as listed on the Company payroll.


 


11.2.       Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping
with the intent of the parties.


 




    	 	9	 



     


    




 


11.3.       Waiver.
Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed
to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 


11.4.       Complete
Agreement. This Agreement, the offer letter from the Company to Executive dated April 6, 2015 and signed by Executive April
8, 2015 (the “Offer Letter”) and the other agreements referred to herein constitute the entire agreement between
Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’
agreement with regard to this subject matter. In the event any of the terms and conditions of this Agreement are interpreted to
conflict or be inconsistent with any of the terms and conditions of the Offer Letter, the terms and conditions of this Agreement
shall supersede and be controlling over any inconsistent or conflicting terms and conditions of the Offer Letter. This Agreement
is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein,
and it supersedes any other such promises, warranties or representations. It is entered into without reliance on any promise or
representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by
a duly authorized officer of the Company.


 


11.5.       Counterparts.
This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but
all of which taken together will constitute one and the same Agreement.


 


11.6.       Headings.
The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor
to affect the meaning thereof.


 


11.7.       Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company,
and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his
duties hereunder. In addition, Executive may not assign any of his rights hereunder without the written consent of the Company.


 


11.8.       Tax
Withholding and Indemnification. All payments and awards contemplated or made pursuant to this Agreement will be subject to
withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities.
Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment
of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax
and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.


 


11.9.       Choice
of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws
of the State of Utah, without regards to conflicts of law. Any dispute arising out of this Agreement, or the breach thereof, shall
be brought in a court of competent jurisdiction in Salt Lake County, the State of Utah; the parties expressly consenting to venue
in Salt Lake County, the State of Utah. Each Party shall be responsible for its own costs and expenses (including attorney fees)
incurred in connection with the enforcement of such Party’s rights hereunder.


 


[Signature Page Follows]


 




    	 	10	 



     


    




 


In
Witness Whereof, the Parties have executed this Agreement on the date indicated.


 


	 	Lipocine Inc.
	 	 	 
	Date: June 5, 2015	By:	/s/ Mahesh Patel
	 	Mahesh Patel, Ph.D.
	 	President and CEO
	 	 	 
	 	Executive
	 	 	 
	Date: June 5, 2015	/s/ Jyrki Mattila
	 	Jyrki Mattila, MD, Ph.D, MBA


 


 


[Signature Page to Employment Agreement
– Dr. Mattila]