danbarber2022ceoemployme






1   EXECUTIVE EMPLOYMENT AGREEMENT    This Executive Employment Agreement (the “Agreement”) is made and entered into as of July  15, 2022 (the “Effective Date”) by and between Aquestive Therapeutics, Inc. (the “Company”) and  Daniel Barber (the “Executive”).    WITNESSETH:    WHEREAS, the Executive is currently employed by the Company as its Chief Operating  Officer; and    WHEREAS, the parties desire that the Executive shall continue to be employed by the  Company as its President and Chief Executive Officer upon the terms and conditions of this  Agreement;    NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set  forth, and for other good and valuable consideration (the receipt and sufficiency of which are hereby  acknowledged), the parties hereto, intending to be legally bound, hereby agree as follows:    1. Employment. During the Employment Term (as hereinafter defined), the Executive  agrees to be employed by and to serve the Company as its President and Chief Executive Officer and  the Company agrees to employ and retain Executive in such capacity. The Executive shall report  directly to the Board of Directors of the Company (the “Board”). The Executive shall: (i) devote the  Executive’s entire business time, energy and skill to the affairs of the Company; (ii) faithfully, loyally,  and industriously perform all duties incident to the position of President and Chief Executive Officer  as well as any other duties consistent with the stature and responsibility of the Executive's position as  may from time to time be assigned by the Board; and (iii) comply with the Company’s policies in effect  from time to time. Notwithstanding any provision herein to the contrary, the Executive shall not be  precluded from devoting reasonable periods of time required for serving as a member of one or more  advisory boards or boards of directors of companies or organizations or engaging in other minor  business activities, so long as such memberships or activities do not interfere with the performance of  the Executive's duties hereunder and are not directly or indirectly competitive with, nor contrary to, the  business or other interests of the Company, subject to prior approval by the Board, which approval shall  not be unreasonably withheld.    2. Employment Term. The term of this Agreement shall begin on the Effective Date and  continue until terminated in accordance with this Agreement (the “Employment Term”).    3. Compensation.    A. Base Salary. The Company shall pay the Executive a base salary (the “Base  Salary”) at a rate of Six Hundred Thousand dollars ($600,000.00) per annum, payable in  accordance with the standard payroll practices of the Company. The Board of Directors of the  Company (the “Board”) or the Compensation Committee of the Board (the “Compensation  Committee”) will review the Executive's Base Salary at least annually and may increase but not  decrease the then current annual rate.    





 






2   B. Annual Bonus. The Executive shall be eligible for a target annual  performance bonus (the “Annual Bonus”) of at least sixty percent (60%) of the Executive's  Base Salary for each calendar year, provided the Company and Executive each achieves performance  targets established by the Board or the Compensation Committee. The Annual Bonus amount, if any,  for a calendar year will be determined by the Board and/or Compensation Committee and paid by the  Company by March 15th of the following calendar year, unless it is administratively impracticable to  determine and/or make the payment by such date. Except as otherwise provided by this Agreement, the  Executive must be employed by the Company on the day any Annual Bonus payment is due and  payable in order to receive said bonus payment. If the Company exceeds established performance  targets, the Board and/or the Compensation Committee, in its or their sole discretion, may increase the  amount of the Annual Bonus.    C. Stock Options. The Executive shall receive an award of one hundred thousand  (100,000) stock options granted under the Company’s Equity Incentive Plan (the “Plan”) or similar  benefit plan, effective as of the first day permitted after the Effective Date as provided under the Plan  (the “Grant Date”). These stock options will have an exercise price equal to the fair market value of  the Company’s stock on the Grant Date and will vest Twenty-five Percent (25%) on the first and second  anniversaries of the grant with the remaining Fifty Percent (50%) vesting on the third anniversary of  the grant. The Executive shall be eligible to participate in other employee incentive plans and equity- based compensation awards of the Company during the Employment Term at the times and in the  amounts as the Board and/or Compensation Committee, in its or their sole discretion, may determine.    4. Additional Benefits.    A. Executive Benefits. During the Employment Term, the Executive shall be  eligible to participate in such employee benefit plans as are generally available to other senior  executives of the Company.    B. Paid Time Off. The Executive will be allowed to take up to six (6) weeks of  paid vacation each year, and shall be eligible for such sick leave and other paid time off in accordance  with the Company’ policies applicable to other senior executives of the Company  generally.    C. Expense Reimbursement.  The Company will pay or reimburse the Executive    for reasonable expenses incurred by the Executive in connection with the performance of the  Executive’s duties and responsibilities under this Agreement, subject to presentation of vouchers and  compliance with generally applicable business expense reimbursement policies of the Company.    5. Termination.  A. Termination for Cause. The Company may terminate Executive's  employment for “Cause” if Executive:    (i) is convicted of or pleads nolo contendre to a felony (or its equivalent under  applicable state law);    (ii) commits fraud or a material act or omission involving dishonesty with  respect to the Company or any of its respective employees, customers or  affiliates;  





 






3     (iii) willfully and repeatedly fails or refuses to carry out the material  responsibilities of the Executive's employment by the Company (except where  due to physical or mental incapacity);    (iv) engages in willful misconduct or a pattern of behavior which in either case  has had or is reasonably likely to have a significant adverse effect on the  Company;    (v) willfully engages in any act or omission which is in material violation of the  Company’s policy, including but not limited to engaging in insider trading  transactions or disseminating inside information; or    (vi) commits a material breach of Executive's material obligations under this  Agreement, including but not limited to Section 8.    A decision to terminate the Executive's employment for Cause shall be made, if at all, by the  Board,  after reasonable notice to the Executive and an opportunity for the Executive, together with the  Executive’s counsel, to be heard by the Board, and the Board finding that, in its good faith opinion, the  Executive engaged in conduct set forth above, and specifying the particulars thereof in reasonable  detail. If the act or omission giving rise to the termination for Cause is curable by the Executive, the  Company will provide thirty (30) days’ written notice to the Executive of the Company’s intent to  terminate the Executive for Cause, with an explanation of the reason(s) for   the termination for Cause  and, if the Executive cures the act or omission within the 30-day notice period, the Company will  rescind the notice of termination and the Executive's employment will not   be terminated for Cause at  the end of the 30-day notice  period.  If the Executive has previously been afforded the opportunity to  cure particular behavior and successfully cured under this provision, the Company will have no  obligation to provide the Executive with notice and an opportunity to cure a recurrence of that  behavior prior to a termination for Cause. For purposes    of this Section 5(A), an action or inaction  shall not be treated as “willful  misconduct” if authorized by the Board, or taken by Executive in the  Executive’s good faith belief that such action or inaction was in, or not opposed to, the best interests  of the Company.    B. Termination by Reason of Permanent Disability. In a manner consistent with  the Americans with Disabilities Act and the Family and Medical Leave Act, this Agreement may  be terminated at the Company’s option immediately upon notice to the Executive if the Executive  shall suffer a Permanent Disability. For purposes of this Agreement, the term “Permanent  Disability” shall mean the Executive's inability to perform the essential functions of the  Executive’s job under this Agreement, with or without reasonable accommodation, for a period  of 150 consecutive days or for an aggregate of 180 days, whether or not consecutive, in any twelve  (12) month period, due to illness, accident or other physical or mental incapacity, as determined  by a duly licensed physician mutually agreed to by both the Executive and the Company.    C. Termination by Reason of Death. In the event of the Executive's death, the  Executive's employment shall be deemed to have terminated on the date of Executive's death.  D. Voluntary Resignation. The Executive may terminate this Agreement at any  time, subject to providing ninety (90) days' written notice to the Company. The Company may  waive such notice and/or set an earlier termination date, without pay in lieu of notice.  





 






4     E. Termination without Cause. The Company may terminate the Executive's  employment under this Agreement at any time without Cause upon ninety (90) days’ prior written  notice to the Executive. The Company, at its sole discretion, may relieve the Executive of the   Executive’s active duties during the notice period. The Executive's termination without Cause will be  effective upon the expiration of the 90-day notice period. For purposes of this Agreement, a termination  of employment by the Company that purports to be for Cause, but is not in full compliance with all of  the substantive and procedural requirements relating to a termination for Cause under this Agreement,  shall be treated as a termination of employment without Cause.    F. Termination for Good Reason. The Executive may terminate the Executive’s  employment under this Agreement at any time for Good Reason  upon  the  occurrence (or within 180  days following the occurrence, provided that the Executive furnishes the Company with written notice  of the Executive’s belief that grounds for a Good Reason termination by the Executive exists no later  than sixty (60) days after becoming aware of the occurrence) of any one or more of the following acts  or omissions which, if curable, is not cured within thirty (30) days after notice of the occurrence is  provided by the Executive: (1) any action by the Company which results in a material diminution in  Executive's position, authority, duties or responsibilities as President and Chief Executive Officer of  the Company (including status, offices, titles and reporting requirements contemplated by this  Agreement); (2) a material breach by the Company of its obligations under this Agreement, including,  without limitation, a reduction of Executive's Base Salary or target bonus opportunity in violation of  this Agreement; or (3)  the Company requiring the Executive to be based at any office location that is  more than fifty (50) miles from its current headquarters in Warren, New Jersey, except for travel  reasonably required in connection with the performance of the Executive's responsibilities hereunder.      6. Obligations of the Company Upon Termination.    A. Termination for Cause. In the event that the Executive's employment under  this Agreement is terminated for Cause, the Company shall have no obligation to pay the Base  Salary or any other compensation provided under this Agreement to or for the benefit of the  Executive for any period after the effective date of such termination, or to pay the Target Annual  Bonus or any other bonus or incentive compensation for the fiscal year in which such termination  occurs; provided, however, that the Company shall promptly provide: (i) all Base Salary earned  by the Executive through the effective date of such termination; (ii) any unpaid Annual Bonus  earned by the Executive for the year preceding the year in which the Executive’s employment  terminates; and (iii) any benefits under any plans of the Company in which the Executive is a  participant, consistent with the Executive's (or the Executive’s beneficiaries’) rights under such  plans.    B. Termination by Reason of Death or Permanent Disability. In the event that  the Executive's employment under this Agreement terminates due to the Executive’s death or is  terminated by the Company due to the Executive's Permanent Disability, the Company shall,  within five (5) business days following such termination, provide to the Executive (or the  Executive’s estate or other beneficiaries, as the case may be): (i) a cash payment consisting of the  sum of any previously unpaid Base Salary earned by the Executive through the date on which the  Executive’s employment terminates, any unpaid Annual Bonus earned by the Executive for the  year preceding the year in which the Executive’s employment terminates, and  any  accrued and  unused vacation pay for the year in which the Executive’s employment terminates; (ii) any  





 






5   benefits under any plans of the Company in which the Executive is a participant, to the full extent  of the Executive's (or the Executive’s beneficiaries') rights under such plans; (iii) a cash payment  consisting of the Executive's Target Annual Bonus for the year of termination, pro-rated for the  number of days the Executive is employed during the calendar year in which the Executive’s  employment terminates (“Pro Rata Bonus”); and (iv) accelerated vesting of all outstanding stock  options, restricted stock units (“RSUs”), stock appreciation rights (“SAR”), restricted stock  (“Restricted Stock”) and other equity-based compensation awards as if the Executive's  employment had continued through the end of the year in which the Executive’s employment  terminates or, in the case of any such award that is subject to “cliff vesting,” on a pro rata basis  determined by a fraction the numerator of which is the number of days during such vesting period,  and the denominator of which is the total number of days in the vesting period that have elapsed  as of the date the Executive’s employment terminates. Notwithstanding the immediately preceding  sentence, with respect to any unvested stock options, RSUs, SARs, Restricted Stock and other  equity-based compensation that are unvested at the time of termination of employment under this  Section 6(B), and which are subject to a performance condition or performance period that ends  at or after the date of employment termination, such awards will be assumed to have been achieved  at “target”, and the Executive will be entitled to receive a pro rata share of such awards, determined  by a fraction the numerator of which is the number of days during the performance period in which  Executive was employed, and the denominator of which is the total number of days in the  performance period. Stock options, SARs and other equity-based compensation awards that are or  become vested upon termination of the Executive's employment due to death or Permanent  Disability will be exercisable (if applicable) for at least one year after the date of such termination  or, if earlier, until the expiration of the stated term of the award.    C. Voluntary Resignation. In the event that the Executive voluntarily resigns  from the Executive’s employment with the Company, the Company may, at its discretion,  continue the Executive's employment with the Company for any part or the full duration of the  90-day notice period required under Section 5(D). In the event of said termination, the Company  shall have no obligation to pay the Base Salary or any other compensation provided under this  Agreement to or for the benefit of the Executive for any period after such termination; provided,  however, that the Company shall promptly provide: (i) all Base Salary earned by the Executive  through the date of such termination; (ii) any unpaid Annual Bonus earned by the Executive for  the year preceding the year in which his employment terminates; and (iii) any benefits under any  plans of the Company in which Executive is a participant, to the full extent of the Executive's (or  the Executive’s beneficiaries’) rights under such plans.    D. Termination by the Company Without Cause or by Executive for Good  Reason--Unrelated to Change in Control. In the event that the Executive's employment under this  Agreement is terminated by the Company without Cause (pursuant to Section 5(E)) or by the  Executive for Good Reason (pursuant to Section 5(F)), the Company shall provide to the  Executive: (i) a cash payment consisting of the sum of any previously unpaid Base Salary earned  by the Executive through the date on which the Executive’s employment terminates, any unpaid  Annual Bonus earned by the Executive for the year preceding the year in which the Executive’s  employment terminates, and any accrued and unused vacation pay for the year in which the  Executive’s employment terminates; (ii) any benefits under any plans of the Company in which  the Executive is a participant, to the full extent of the Executive's (or the Executive’s  beneficiaries’) rights under such plans; (iii) a cash payment consisting of the Executive's Pro Rata  Bonus for the year of termination; (iv) monthly payments for a period of twelve (12) months (the  “Severance Period”) following the termination of Executive's employment equal to 1/12 of the  





 






6   sum of Executive's Base Salary and Target Annual Bonus (in each case determined without  regard to any reduction prior to the termination of Executive's employment); (v) continuing  coverage under the Company’s group health and life insurance plans in which the Executive is a  participant immediately before the termination of the Executive’s employment (or any successor  plans), at the same levels and on the same terms and conditions as are provided to similarly situated  executives during the Severance Period (or, if such coverage is not permitted by law or the applicable  plan, the cash equivalent of such coverage, grossed up if and to the extent necessary to negate the  tax impact of such payment and to negate the tax impact of the gross-up payment); and (vi) full  and immediate vesting of outstanding unvested stock options, RSUs, SARs, Restricted Stock and  other equity-based compensation awards with any such stock options, SARs and other equity- based compensation awards that are or become vested upon termination of the Executive's  employment by the Company without Cause or by the Executive for Good Reason remaining  exercisable, as applicable, for at least one year after the date the  Executive's employment  terminates or, if earlier, until the expiration of the stated term of the  award.  Notwithstanding the  immediately preceding sentence, with respect to any unvested stock options, RSUs, SARs,  Restricted Stock and other equity-based compensation that are unvested at the time of  termination of employment under this Section 6(D), and which are subject to a performance  condition or performance period that ends at or after the date of employment termination, such  awards will be assumed to have been achieved at “target.” The payments and benefits  described in parts (iv) – (vi) of this subsection shall be conditioned upon and subject to the  Executive's continuing compliance with the Executive’s obligations under Section 8 of this  Agreement, and the Executive's execution and delivery of a general release substantially in the  form annexed hereto as Exhibit A.    E. Termination in Conjunction with a Change in Control.    (1) Severance Protection Upon Involuntary Termination. In the event that, during the  period beginning one hundred and eighty (180) days before the effective date of a  Change in Control and ending twelve (12) months following the effective date of a  Change in Control, the Executive's employment is terminated by the Company without  Cause (pursuant to Section 5(E)) or by the Executive for Good Reason (pursuant to  Section 5(F)), the Executive shall be entitled to the payments and benefits described in  the preceding Section 6(D) except (i) in lieu of the severance payments described in  Section 6(D)(iv), the Executive will be entitled to receive an immediate cash payment  of an amount equal to eighteen (18) months of the Executive's Base Salary and 1.5 times  the Target Annual Bonus (in each case determined without regard to any reduction prior  to the termination of Executive's employment); and (ii) the benefit continuation period  described in Section 6(D)(v) shall commence on the date the Executive's employment  terminates and expire eighteen (18) months from such date of termination. The  payments and benefits described in the preceding sentence and in Sections 6(D)(iv)  and 6(D)(v) and the single sum severance payment described in the preceding sentence  shall be conditioned upon and subject to the Executive's continuing compliance with the  Executive’s obligations under Section 8 of this Agreement, and the Executive's  execution and delivery of a general release substantially in the form annexed hereto as  Exhibit A.    (2) Definition of Change in Control. For the purposes of this Agreement, a “Change in  Control” shall be deemed to have occurred if (a) any person (within the meaning of  





 






7   Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended  (“Exchange Act”)), or group (within the meaning of Section 409A of the Internal  Revenue Code of 1986, as amended (the “Code”)), becomes, in any 12-month period  ending on the date of the most recent acquisition of the voting securities of the Company  or any successor entity by such person, persons, or group, directly or indirectly, the  beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange  Act) of 40% or more of the outstanding voting securities of the Company or successor  entity; (b) there shall have been consummated a consolidation, merger or reorganization  of the Company or any successor entity, unless the holders of the equity interests of the  Company or successor entity, immediately before such consolidation, merger or  reorganization own, directly or indirectly, at least a majority of the outstanding voting  securities or at least a majority of the aggregate fair market value of the corporation or  other entity resulting from such consolidation, merger or reorganization; (c) a sale,  transfer, liquidation or other disposition of the Company or successor entity’s assets and  properties representing all or substantially all of the aggregate fair market value of such  assets and properties is consummated during any 12-month period; provided, however,  that no “Change in Control” shall be deemed to have occurred under this Section 6(E)(2)  unless such occurrence, event or condition shall constitute a change in the ownership or  effective control of the Company or any successor entity or a change in the ownership  of a substantial portion of the Company or successor entity’s assets, each as determined  under Section 409A(a)(2)(A)(v) of the Code.    F. 409A  Compliance.  The Company shall take all reasonable actions to ensure that  none of the amounts earned or payable under this Agreement or under any Company stock purchase,  compensation or other equity incentive plan will violate Section 409A of the Code. To the extent  necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to  “specified employees,” any amounts payable on account of the Executive's separation from service  shall be paid (or commence to be paid in the case of any payments to be made in installments) on the  first business day of the seventh month following the Executive's date of termination (or death, if  earlier) and the first such payment shall include the cumulative amount of any payments that would  have been made prior to such  date if not for such restriction, together with interest at an annual rate  equal to the minimum rate required by the Code in order to avoid the imputation of interest on short- term loans between employers and employees. The date of the Executive’s termination of employment  shall be determined in accordance with Treasury Regulation Section 1.409A-1(h). Except as otherwise  provided herein, any payment required as a result of a termination of employment will be made (or,  with respect to any payments to be made in installments under this Agreement, commenced) within 45  days following such event. Notwithstanding anything else herein to the contrary, to the extent that any  payments due under the terms of this Agreement are conditioned upon the delivery and non- revocation of a release, and if any of those payments are determined to be nonqualified deferred  compensation that is subject to the requirements of Section 409A of the Code and, if the period for  consideration and revocation of such release spans two calendar years, then any such payment shall  not be made until the later of (i) the end of the revocation period following delivery of the release, or  (ii) the first business day of the second calendar year.    G. Value of Insurance Coverage During Severance Period. To the extent any  medical or dental plan covering any post-employment period is a “self-insured medical reimbursement  plan” under Section 105(h) of the Code, and such coverage would be discriminatory thereunder, the  





 






8   value of the insurance coverage during the post-termination coverage period (based upon premium  value) shall be reported as taxable income to the Executive, and the Company shall pay the Executive  promptly no later than January 15th of the year of coverage, such additional cash payments as are  necessary for the Executive to receive the same net after-tax benefits (taking into account all federal,  state and local income, excise and employment taxes) that the Executive would have received under  such plans if the Executive had continued to receive such plan benefits while employed with the  Company; provided, however, that any such additional cash payment that would be so immediately  paid shall be subject to the provisions of Section 6(F) in connection with compliance with Section  409A of the Code.    7. Section 280G.  A. Notwithstanding any other provision of this Agreement or any other plan,  arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided  by the Company or its affiliates or subsidiaries to the Executive or for the Executive's benefit pursuant  to the terms of this Agreement or otherwise, including, without limitation, payments in connection with  a Change in  Control or the vesting of shares of Restricted Stock, RSUs, SARs, stock options or other  equity awards or other  non-cash benefits or property, whether pursuant  to  the  terms  of  this   Agreement  or  any  other  plan,  arrangement,  or agreement with the Company or any affiliated  company (the “Covered Payments”) constitute parachute payments within the meaning of Section  280G of the Code and would, but for this Section 7, be subject to the excise tax imposed under Section  4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law  or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to  making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined  below) to the Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit  to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to  the Excise Tax. If the amount calculated under subsection (i) of this Section 7(A) is less than the amount  under subsection (ii) of this Section 7(A), then the Covered Payments will be reduced or cut back by  the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the  Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the  Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.  B. Any such reduction shall be made in accordance with Section 409A of the Code  and the following:    (i) the Covered Payments which do not constitute nonqualified deferred  compensation subject to Section 409A of the Code shall be reduced first; and  (ii) all other Covered Payments shall then be reduced as follows: (A) cash  payments shall be reduced before non-cash payments; and (B) payments to be made on  a later payment date shall be reduced before payments to be made on an earlier payment  date.    C. Any determination required under this Section 7 shall be made in writing in good  faith by an independent accounting firm selected by the Company (the “Accountants”). The Company  and the Executive shall provide the Accountants with such information and documents as the  Accountants may reasonably request in order to make a determination under this Section 7. For  purposes of making the calculations and determinations required by this Section 7, the Accountants  may rely on reasonable, good faith assumptions and approximations concerning the application of  





 






9   Section 280G and Section 4999 of the Code. The Accountants' determinations shall be final and binding  on the Company and the Executive. The Company shall be responsible for all fees and expenses  incurred by the Accountants in connection with the calculations required by this Section 7.    D. It is possible that, after the determinations and selections made pursuant to this  Section 7, the Executive will receive Covered Payments that are in the aggregate more than the amount  provided for under this Section 7 (“Overpayment”) or less than the amount provided for under this  Section 7 (“Underpayment”).  (i) In the event that: (A) the Accountants determine, based upon the  assertion of a deficiency by the Internal Revenue Service against either the Company or  the Executive which the Accountants believe has a high probability of success, that an  Overpayment has been made or (B) it is established pursuant to a final determination of  a court or an Internal Revenue Service proceeding that has been finally and conclusively  resolved that an Overpayment has been made, then the Executive shall pay any such  Overpayment to the Company.    (ii) In the event that: (A) the Accountants, based upon controlling precedent  or substantial authority, determine that an Underpayment has occurred or (B) a court of  competent jurisdiction determines that an Underpayment has occurred, any such Underpayment,  together with penalties accruing thereon, if any, plus interest at the applicable federal rate (as  defined in Section 7872(f)(2)(A) of the Code) from the date the amount would have otherwise  been paid to the Executive until the payment date, will be paid promptly by the Company to or  for the benefit of the Executive.    E. The Company shall have the right to control all proceedings with the Internal  Revenue Service that may arise in connection with the determination and assessment of any Excise  Tax and, at its sole option, the Company may pursue or forgo any and all administrative appeals,  proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax  (including any interest or penalties thereon). The Executive shall cooperate with the Company in any  proceedings relating to the determination and assessment of any Excise Tax and shall not take any  position or action that would materially increase the amount of any Overpayment or Underpayment.    8. Covenants of the Executive. In order to induce the Company to enter into this  Agreement and continue to employ the Executive hereunder, the Executive hereby covenants and  agrees as follows. For all purposes under this Section 8 herein, references to “Company” shall  be deemed to include the Company’s wholly-owned subsidiaries, if any, and the Company’s  “business” shall mean film based delivery systems to deliver drug actives, nutraceuticals,  cosmaceuticals or flavors, and soluble film based packaging systems and such other lines of  business in which the Company or its wholly-owned subsidiaries, if any, is actively engaged or  actively pursuing and with respect to which Executive has oversight responsibility or is otherwise  substantively involved.    A. Non-Competition. During the Employment Term, including any extensions  thereof, and for a period of twelve (12) months immediately following the termination of the  Executive's employment under this Agreement for any reason other than death (the “Restrictive  Period”), except as provided herein, the Executive shall not directly or indirectly: (a) engage in or  in any manner be connected or concerned, whether as an officer, director, stockholder, partner,  owner, employee, advisor, creditor, or otherwise with the development, operation, management,  





 






10   or conduct of any business in the United States that competes with the business of the Company  being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business  from or interfere in the Company relationship with any supplier of the Company or any customer  served by the Company or and potential customer identified by the Company during the period of  the Executive's employment hereunder; or (c) solicit, hire or otherwise interfere with the Company  relationship with any person then or previously employed by the Company; provided, however,  that, after the termination of the Executive's employment, the Executive shall not be bound by the  covenant set forth in this subparagraph following a material breach by the Company of any of its  obligations to the Executive hereunder or in the event of the cessation or dissolution of the  Company business. As used herein, “cessation or dissolution” means total liquidation of the  Company and does not include a cessation of business due to any Change in Control. Nothing  contained herein shall prohibit the Executive from owning up to 3% of the stock of a publicly  traded company that competes with the business of the Company or, following the termination of  the Executive’s employment with the Company, prevent the Executive from being employed by  or otherwise affiliated with a line of business of another company that engages in multiple lines of  business so long as the Executive is not employed by, does not provide services with respect to  and is not otherwise involved in the line or lines of business of such other company that compete  with the Company.    B. Confidentiality. During the Employment Term, and following the  termination of this Agreement for any reason for as long as the information remains confidential,  the Executive shall not make any use, for the Executive’s own benefit or for the benefit of a  business or entity other than the Company, of any verbal or written secret or confidential  information. Such confidential information shall include, but not be limited to, customer lists,  trade secrets, sales, marketing or consignment information, vendor lists or operational resource  information, forms, processes or procedures, budget and financial statements or information, files,  records, documents, compilation of data, engineering drawings, computer print-outs, or any other  data of or pertaining to the Company, its business, customers and financial affairs, or its services  not generally known within the Company’s trade and which was acquired by the Executive during  the Executive’s affiliation with the Company. The Executive shall not remove from the Company  premises or retain without the Company’s written consent any of the Company’s confidential  information as defined herein, or copies thereof or extracts therefrom. The Executive shall hold in  a fiduciary capacity for the benefit of the Company all secret or confidential information,  knowledge, or data of the Company or its business or production operations obtained by the  Executive during the Executive’s employment by the Company, which shall not be generally known  to the public or recognized as standard practice (whether or not developed by the Executive) and shall  not, during the Executive’s employment hereunder or after the termination of such employment,  communicate or divulge any such information, knowledge or data to any person, firm or corporation  other than the Company or persons, firms or corporations designated by the Company. The Executive  acknowledges that this information is treated as confidential by the Company, that the Company takes  meaningful steps    to protect the confidentiality of this information, and  that  the  Company  has  at   all  times  directed the Executive to maintain the confidentiality of this information. Immediately upon  termination of this Agreement, the Executive shall return all of the Company’s property to it,  including  any and all copies of said property. Notwithstanding this provision or any provision in  this Agreement  to the contrary, nothing contained in this Agreement is intended  to  nor shall it  limit or prohibit the  Executive, or waive any right on his part, to make any good faith reports to, initiate or engage in  communication with, respond to any inquiry from, otherwise provide information to, participate in any  investigation or proceeding that may be conducted by, or obtain any monetary recovery from, any  federal or state regulatory, self-regulatory, or  enforcement  agency or authority, as provided for,  protected under or warranted by applicable law, in all events without notice to or consent of the  





 






11   Company.    C. Ownership of Work Product. The Executive agrees that the Company shall  own all intellectual property including trade secrets, patents, patentable inventions, discoveries  and improvements that relate to the Company’s business that the Executive conceives, develops  during the period of the Executive’s employment with the Company or delivers to the Company  while performing services pursuant to this Agreement (the “Work Product”). The Executive  further agrees to deliver to the Company, and that the Company shall thereafter own for all  purposes, all Work Product conceived or developed by the Executive relating to the business of  the Company which does not otherwise belong to the Executive’s former employer or to which  the former employer has no legal right or claim. The Executive hereby irrevocably extinguishes  for the benefit of the Company and its assigns any moral right to the Work Product recognized by  applicable law. All Work Product shall be considered a work made for hire by the Executive and  owned by the Company. If any of the Work Product may not, by operation of law, be considered  work made for hire by the Executive for the Company, or if ownership of all right, title and interest  of the intellectual property rights therein shall not otherwise vest exclusively in the Company, the  Executive agrees to assign, and upon creation thereof automatically assign, without further  consideration, the ownership of all trade secrets, copyrights, patentable inventions, and other  intellectual property rights therein to the Company, its successors and assigns. The Company, its  successors, and assigns, shall have the right to obtain and hold in its or their own name copyrights,  patents, registrations and any other protection available in the foregoing. For purposes hereof, a  “trade secret” shall mean any information, including, but not limited to, technical or nontechnical  data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings.  processes, financial data, financial plans, product plans or lists of actual or potential customers or  suppliers that derive economic value, actual or potential, from not being generally known to, and  not being readily ascertainable by proper means by, other persons who can obtain economic value  from their disclosure or use and are the subject of efforts that are reasonable under the  circumstances to maintain their secrecy. The Executive agrees to perform, upon the reasonable  request of the Company and at no cost to the Company (other than travel out of pocket costs where  applicable), during or after the period(s) that this Agreement remains in effect, such further acts as  may be necessary or desirable to transfer, perfect and defend the Company’s ownership of Work  Product, or to enforce the Company’s Work Product against third parties. When requested, the  Executive shall promptly and at no cost to the Company (other than travel out of pocket costs,  where applicable): (a) execute, acknowledge and deliver any requested affidavits and documents of  assignment and conveyance; (b) obtain and aid in the enforcement of copyright and, if applicable,  patents with respect to the Work Product in any countries; (c) provide testimony in connection  with any enforcement proceeding or any proceeding affecting the right, title or interest of the  Company in any Work Product; and (d) perform any other acts deemed necessary or desirable to  carry out the purposes of this Agreement.    D. Inventions. All discoveries, designs, improvements, ideas and inventions,  whether patentable or not, relating to (or suggested by or resulting from) products, services, or  other technology of the Company or relating to (or suggested by or resulting from) methods or  processes used or usable in connection with the business of the Company that have been, or may  be, conceived, developed or made by the Executive during the Employment Term (hereinafter.  the “Inventions”), either solely or jointly with others, shall automatically become the sole property  of the Company. The Executive shall immediately disclose to the Company all such Inventions  and shall, without additional compensation, execute all assignments and  other  documents deemed  necessary by the Company to perfect the Company’s title thereto, or to the patents issued thereon,  





 






12   or to otherwise secure and protect the Company’s property rights therein. These obligations shall  continue beyond the termination of the Executive's employment with respect to Inventions  conceived, developed or made by the Executive during employment with the Company. The  Company acknowledges and agrees that the provisions of this paragraph shall not apply to any  invention for which no equipment, supplies, facilities or trade secret (or proprietary) information  of the Company is used by the Executive and which is developed entirely on the Executive's own  time, unless (a) such invention related to the business of the Company or to the Company’s actual  or demonstrably anticipated research or development; or (b) such invention results from any work  performed by the Executive for the Company.    E. Acknowledgment. The Executive acknowledges that all of the restrictions  set forth in this Section entitled “Covenants of the Executive” are reasonable in scope, both  individually and in the aggregate, and essential to the preservation of the Company’s business and  proprietary interests and that the enforcement thereof will not in any manner preclude the  Executive, in the event of the Executive's termination of employment with the Company for any  reason, from becoming gainfully employed in such manner and to such extent as to provide a  standard of living for himself, the members of the Executive’s family, and those dependent upon  the Executive of at least the sort and fashion to which the Executive and they have become  accustomed and may expect. The Company and the Executive further agree that if any particular  provision or portion of this Section 8 shall be adjudicated to be invalid or unenforceable, such  adjudication shall apply only with respect to the operation of such provision in the particular  jurisdiction in which such adjudication is made. The Company and the Executive also agree that, in  the event that any restriction herein shall be found to be void or unenforceable if some part or   parts thereof were deleted or the period or area of application reduced, such restriction shall apply  with such modification as may be necessary to make it valid and enforceable to the fullest extent  possible consonant with applicable law. In addition, pursuant to the Defend Trade Secrets Act of  2016, the parties acknowledge that (a) an individual may not be held criminally or civilly liable  under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in  confidence to a federal, state or local government official, either directly or indirectly, or to an  attorney and solely for the purpose of reporting or investigating a suspected violation of law; or  (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other  proceeding; and (b) an individual who files a lawsuit for retaliation by an employer for reporting a  suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade  secret information in the court proceeding if the individual: (i) files any document containing the trade  secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.    F. Representations and Warranties. The Executive represents and warrants to the  Company as follows: (a) the Executive is under no contractual or other restriction or obligation which  may conflict with or be inconsistent with the execution of this Agreement or with the performance of  any duties for the Company, or any other rights of the Company; and (b) neither the Company nor any  of its affiliates nor any of their respective officers, directors, employees, agents or employees has  requested that the Executive communicate or otherwise make available to any such parties at any time  any proprietary information, data, trade secrets, or other confidential  information belonging to the  Executive's former employers or others.    G. Severability. All of the covenants of the Executive contained in this Section  entitled “Covenants of the Executive” shall each be construed as an agreement independent of any  other provision in this Agreement, and the existence of any claim or cause of action of the  Executive against the Company, whether predicated on this Agreement or otherwise, shall not  





 






13   constitute a defense to the enforcement by the Company of such covenants. Both parties hereby  expressly agree that it is not the intention of either party to violate any public policy or statutory  or common law. If any sentence, paragraph, clause or combination of the same of this Agreement  is in violation of the law of any state where applicable, such sentence, paragraph, clause or  combination of the same shall be void in the jurisdictions where it is unlawful, and the remainder  of such paragraph and this Agreement shall remain binding on the parties to the extent that it may  be lawfully done under existing applicable laws. In the event that any part of any covenant of this  Agreement is determined by a court of law to be overly broad thereby making the covenant  unenforceable, the parties hereto agree, and it is their desire that such court shall substitute a  judicially enforceable limitation in its place, and that as so modified the covenant shall be binding  upon the parties as if originally set forth herein.    H. Remedies. The Executive agrees that irreparable harm would result from  any  breach by the Executive of the covenants of this Section 8 in particular, and this Agreement in general,  and that monetary damages alone would not provide the Company adequate relief for   any such  breach. Accordingly, if the Executive breaches any covenant in this Section 8, the parties acknowledge  that equitable or injunctive relief in favor of the Company is a proper remedy, and nothing in this  Agreement shall be construed as precluding the Company from seeking such equitable or injunctive  relief in a court of competent jurisdiction for the Executive's violations of Section 8. Any award of  equitable or injunctive relief shall not preclude the Company from seeking or recovering any lawful  compensatory damages that may have resulted from a breach of the covenants of this Agreement. Any  waiver or failure to seek enforcement or remedy for any breach or suspected breach of any covenant  of the Executive in this Agreement shall not be deemed a waiver of such provision in the future.  Furthermore, the existence of any claim of the Executive against the Company, whether based upon  this Agreement or otherwise, shall not operate as a defense to the Company’s enforcement of any  provision of this Agreement. Proceedings seeking equitable and injunctive relief to enforce the terms  of this Section 8 may be brought in any court of competent jurisdiction.    9. Indemnification. Subject to the Company by-laws, to the fullest extent allowed or  permitted under any provision of applicable law, the Company shall indemnify the Executive  against  any losses, claims, damages or liabilities, or expenses (including reasonable attorneys’ fees) incurred by  the Executive arising out of any claim based upon acts performed or omitted to be performed by the  Executive in connection with the Executive’s employment with the Company.    10. Attorneys' Fees. In any action brought by any party under this Agreement to enforce  any of its terms, or any appeal therefrom, each party shall bear its own costs and expenses,  including its own attorneys' fees; provided, however, that the Executive (or the Executive’s estate  or other beneficiaries, as the case may be) will be entitled to reimbursement for reasonable costs  and expenses, including reasonable attorneys' fees, with respect to such action if and to the extent  that the Executive (or the Executive’s estate or other beneficiaries, as the case may be) is the  prevailing party.    11. Cooperation. The Executive agrees that, after the termination of the  Executive’s  employment, the Executive shall cooperate on a reasonable basis in the truthful and honest  prosecution and/or defense of any claim in which the Company, its affiliates and/or its subsidiaries  may have an interest (subject to reasonable limitations and the Executive's other commitments  concerning time and place), which may include, without limitation, making himself available on  a reasonable basis to participate in any proceeding involving the Company, its affiliates and/or  its subsidiaries, appearing for depositions and testimony without requiring a subpoena, and  





 






14   producing and/or providing any documents or names of other persons with relevant information.  The Company agrees to reimburse the Executive for all expenses reasonably incurred by him and  to pay reasonable compensation to the Executive for and in connection with services provided by  the Executive pursuant to this section.    12. Travel Restrictions. As is reasonable, the Executive has the right to refuse to  travel to destinations deemed politically unstable or otherwise hostile and/or those that may  represent a danger to the Executive's health and well-being.    13. Notices. Any notices permitted or required under this Agreement shall be deemed  given upon the date of personal delivery or forty-eight (48) hours after deposit in the United States  mail, postage fully paid, certified mail, return receipt requested, addressed to the Company at its  principal headquarters address and to the Executive at the Executive’s last address on record with the  Company. Either party may change the address to which notices to such party shall be delivered  personally or mailed by giving notice thereof to the other party hereto in accordance with the terms of  this Section 13.    14. Venue; Jurisdiction. The validity, construction, interpretation, and enforceability of  this Agreement shall be determined and governed by the laws (procedural and substantive) of the  State of New Jersey without giving effect to the principles of conflicts of law. For the purpose of  litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive  jurisdiction of, and agree that such litigation shall be conducted in, any state or federal court  located in the State of New Jersey.    15. Binding Effect; Assignment. The Executive shall not, without the prior written  consent of the Company, assign, transfer, or otherwise convey this Agreement, or any right or  interest herein. This Agreement, and all rights and obligations of the Company or any of its  successors, may be assigned or otherwise transferred to any of its successors and shall be binding  upon and inure to the benefit of its successors. As used herein, the term “successor” shall mean any  person, corporation or other entity that, by merger, consolidation, purchase of stock, assets,  liquidation, voluntary or involuntary assignment, or otherwise, acquires all or a substantial part of  the assets of the Company or succeeds to one or more lines of business of the Company.    16. Entire Agreement. This Agreement constitutes the entire agreement between  the  parties hereto with respect to the subject matter hereof and supersedes all prior agreements,  understandings and arrangements, both oral and written, between the parties hereto with respect  to such subject matter, it being understood that this Agreement shall expressly supersede any  prior employment agreement between the Executive and the Company, and any amendments  thereto. This Agreement may not be modified, amended, altered or rescinded in any manner,  except by written instrument signed by all of the parties hereto; provided, however, that any waiver  by either party with respect to any provision hereof, or the breach of any provision hereof by the  other party, need be signed only by the party waiving such provision or breach; and provided,  further, that the waiver by either party hereto of a breach or compliance with any provision of this  Agreement shall not operate nor be construed as a waiver of any subsequent breach or compliance.       





 






15   17. Severability. In case any one or more of the provisions of this Agreement shall be  held by any court of competent jurisdiction to be illegal, invalid or unenforceable in any respect,  the remainder of this Agreement, or the application of such provision to persons or circumstances  other than those to which it is held to be illegal, invalid, or unenforceable, shall not be affected  thereby.    18. Section Headings. The section headings contained in this Agreement are for reference  purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.    19. Counterparts. This Agreement may be executed in any  number  of  counterparts,  each of which shall be deemed an original, but all of which taken together shall constitute one and  the same instrument.    20. Survival. The provisions of Sections 6-11 and 13-21 of this Agreement  shall  survive  any termination of this Agreement and the termination of the Executive's employment by either party  for any reason.    21. Attorney Fees.  The Company shall reimburse the Executive for his reasonable out-of- pocket attorney fees and expense incurred by Executive in connection with the negotiation of an  amendment to this Agreement or replacement employment agreement between the Company and the  Executive.    IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement  as of the day and year first above written.    AQUESTIVE THERAPEUTICS, INC.  EXECUTIVE    By:  ____________________________  _____________________________  Santo J. Costa, Chairman of the   Dan Barber  Board of Directors    





 






16   EXHIBIT A   GENERAL RELEASE    In exchange for certain payments and benefits to be provided to me by Aquestive Therapeutics,  Inc. pursuant to the Employment Agreement dated as of  ___, 202__, between the undersigned  executive (the “Executive”) and Aquestive Therapeutics, Inc., the Executive hereby knowingly and  voluntarily waives, releases and discharges Aquestive Therapeutics, Inc., its predecessors, successors,  parent corporations, subsidiaries, affiliates and each of their employees, officers and directors, agents,  trustees, and fiduciaries (the “Company”) from any and all claims, liabilities, demands, and causes of  action, which the Executive may have or claim to have against the Company, including any and all  claims arising out of or relating in any way to the Executive's employment and/or separation of  employment from the Company. This General Release  specifically waives and releases all rights,  claims, causes of action, demands, and liabilities which may arise up to and including the date the  Executive signs this General Release. This General Release does not, however, waive or release any  rights or claims which may arise after the date the Executive signs this General Release. This General  Release of claims includes, but is not limited to:    a. all State and Federal statutory claims including, but not limited to, claims arising under  Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older  Worker Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical  Leave Act, the Sarbanes-Oxley Act, the Employee Retirement Income Security Act, the Fair Labor  Standards Act, the Worker Adjustment and Retraining Notification Act, the New Jersey Law  Against Discrimination, the New Jersey Civil Rights Act, the New Jersey Civil Union Act, the  New Jersey Wage and Hour Law, the New Jersey Conscientious Employee Protection Act, the  New Jersey Domestic Partnership Act, and the New Jersey Family Leave Act;    b. All claims arising under the United States and New Jersey Constitutions;    c. All claims arising under any Executive Order or derived from or based upon any State  or Federal regulations;    d. All common law claims including, but not limited to, claims for wrongful or  constructive discharge, public policy claims, retaliation claims, claims for breach of an express  or implied contract, claims for breach of an implied covenant of good faith and fair dealing,  intentional infliction of emotional distress, defamation, fraud, conspiracy, loss of consortium,  tortious interference with contract or prospective economic advantage, promissory estoppel and  negligence;    e. All claims for any compensation including, but not limited to, back wages, front  pay,  overtime pay, bonuses or awards, fringe benefits, reinstatement, retroactive seniority, pension benefits,  or any other form of economic loss;    f. All claims for personal injury including, but not limited to, physical injury, mental  anguish, emotional distress, pain and suffering, embarrassment, humiliation, damage to name or  reputation, liquidated damages, and punitive damages; and  





 






17   g. All claims for costs and attorneys' fees.    The Executive hereby acknowledges that the Company is advising the Executive in writing that  the Executive should consult with an attorney prior to executing this General Release. The Executive  hereby states that the Executive has had the opportunity to discuss this General Release with whomever  the Executive wished, including an attorney of the Executive’s own choosing. The Executive further  states that the Executive has had the opportunity to read, review, and consider all of the provisions of  this General Release; that the Executive understands its provisions and its binding effect on him; and  that the Executive is entering into this General Release freely, voluntarily, and without duress or  coercion. The Executive acknowledges that the Executive has  not relied upon the Company employees,  officers or directors, counsel, agents or accountants for any legal, tax or other advice, and the Executive  has, to the extent the Executive deems necessary, consulted with the Executive’s own advisors as to  these matters. The Executive represents that the Executive has not filed any grievance, charge, claim,  or complaint of any kind seeking personal recovery or personal injunctive relief against the Company  or any of its owners, officers, directors, employees or agents, with respect to any matter, including but  not limited to, the Executive’s employment with the Company and/or the separation of that  employment. Nothing contained in this paragraph shall prohibit the Executive from (a) bringing any  action to enforce the terms of this Agreement and General Release; (b) filing a timely charge or  complaint with the Equal Employment Opportunity Commission (“EEOC”) regarding the validity of  this Agreement and General Release; (c) filing a timely charge or complaint with the EEOC or  participating in any investigation or proceeding conducted by the EEOC regarding any claim of  employment discrimination (although the Executive has waived any right to personal recovery or  personal injunctive relief in connection with any such charge or complaint); (d) initiating or engaging  in communication with, responding to any inquiry from, or otherwise providing information to, any  other federal or state regulatory, self-regulatory or enforcement agency or authority; or (e) seeking or  obtaining an award under the whistleblower provisions of the federal securities laws.    The Executive understands that the Executive has twenty-one (21) calendar days within which  to consider this General Release before signing it. The Executive also understands that the Executive  is free to use as much of the twenty-one (21) calendar day period as the Executive  wishes or considers  necessary before deciding to sign this General Release. The Executive may revoke the Executive’s  signature of this General Release within seven (7) calendar days of signing it by delivering written  notice of revocation to the Senior Vice President, Human Resources of the Company, 30 Technology  Drive South, Warren, New Jersey 07059. If Executive has not revoked the Executive’s signature of  this General Release by written notice delivered within the seven (7) calendar day period, it becomes  effective immediately thereafter.    The Executive understands that the Executive’s failure or refusal to execute this General  Release or the Executive’s timely revocation of this General Release will result in forfeiture of any  severance payments and benefits.      BY SIGNING THIS GENERAL RELEASE, THE EXECUTIVE ACKNOWLEDGES  THAT:    THE EXECUTIVE HAS READ IT;    





 






18   THE EXECUTIVE UNDERSTANDS IT AND KNOWS THAT HE/SHE IS  GIVING UP IMPORTANT RIGHTS;    THE EXECUTIVE AGREES WITH EVERYTHING IN IT;    THE EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY  PRIOR TO EXECUTING THIS GENERAL RELEASE; AND    THE EXECUTIVE HAS SIGNED THIS GENERAL RELEASE  KNOWINGLY AND VOLUNTARILY.      EXECUTIVE        ______________________________________ [__________]    AQUESTIVE THERAPEUTICS, INC.            By:      Name:     Title: