EMPLOYMENTAGREEMENT

Exhibit 10.11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made as of September 22, 2008, at San Diego, California among Lpath, Inc., a Nevada corporation (the “Company”), and John Bender, Pharm.D. (the “Employee”) with reference to the following facts:

In consideration of their respective promises contained herein, the parties hereto agree as follows:

1.    EMPLOYMENT

Company hired Employee, effective September 22, 2008, as its Senior Vice President R&D.  Employee and Company now desire to memorialize the terms and conditions associated with such hiring, which terms and conditions shall be contained in this Agreement.

2.    EMPLOYEE’S DUTIES

The Employee shall, while contributing his services hereunder:

(a) Serve the Company in the capacity set forth in Section 1, or in such other similar capacity as Company’s Chief Executive Officer (“CEO”) or the Board of Directors (hereinafter, referred to as “the Board”) may direct, on a full-time basis and exclusive to the Company, using his best efforts, skills, and diligence in the performance of such duties, at such place or places as may be required for valid business reasons and as determined in the reasonable determination of the Board;

(b) Report to the Chief Executive Officer and perform the duties and exercise the powers assigned or vested in him by the CEO or the Board;

(c) Comply with and conform to any lawful instructions or directions given or made by the CEO and the Board, and faithfully, industriously, diligently, and to the best of the Employee’s ability, experience, and talents, serve the Company and perform all of the duties that may be required by the terms and conditions of this Agreement to the reasonable satisfaction of the CEO and the Board, so as to promote the Company’s business interests; and

(d) Devote himself diligently to the business interests of the Company and personally attend thereto at all times during usual business hours and during such other times as the Board may reasonably require, except in case of incapacity through illness or accident, in which case he shall furnish to the CEO such evidence thereof as it may reasonably require.

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3.    COMPENSATION

In consideration of the performance by the Employee of his duties hereunder, the remuneration of the Employee shall be (and the Company shall pay to the Employee):

(a)          Effective on the date of hire, a base salary (“Salary”) of $280,000 per annum payable in accordance with the Company’s normal payroll procedure, subject to normal payroll deductions, with an increase to $290,000 at that point in time that merit increases are given generally at the Company (expected to be around February, 2009),

(b)         Paid vacation, which shall accrue at the rate of four weeks per year,

(c)          Other benefits and perquisites normally available to executives of the Company, as may be changed from time to time,

(d)         Annual bonuses of up to 30% of base pay, to be based on individual and Company performance, all at the sole discretion of the Company’s Board of Directors, with it being agreed that for the “stub” year of 2008, a bonus of $20,000 will be paid early in the 2009 year, and

(e)          Effective on the date of hire, a grant of Restricted Stock Units (“RSUs”) to purchase up to 480,000 shares of Lpath Class A Common Stock.  RSUs representing 240,000 shares will time-vest on a quarterly basis over 16 quarters, with a four-quarter “cliff.”  RSUs representing an additional 240,000 shares will vest based upon the achievement of specific milestones, which are expected to be similar to those described in the offer letter.

(f)            Such additional remuneration as Employee and the Company shall negotiate in the future.

4.    EXPENSES

The Company shall pay on behalf of the Employee or reimburse the Employee (against the Employee’s submission to the Company of proper receipts therefore) for all expenses properly incurred by him in the course of his employment hereunder or otherwise in connection with the business of the Company in accordance with Company policies, as such policies may be established and revised by the Board from time to time.

5.    AT-WILL EMPLOYMENT

Employee and the Company understand and expressly agree that Employee’s employment with the Company is at-will, is not for a specified term, and may be terminated by the Company or by Employee at any time, with or without notice and with or without cause.  While not required, as a courtesy, the parties shall attempt if possible to give thirty (30)

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days’ notice of termination.  This clause shall not be interpreted to conflict with Employee’s at-will employment status.  Employee and the Company further understand and agree that no representation contrary to this section is valid, and that this section may not be augmented, contradicted, or modified in any way, by any representative or agent of the Company or any other person, except by a writing signed by the Employee and by the Board.

6.  TERMINATION

6.1    Upon termination for any reason, including voluntary resignation, Employee shall:

(a) Be entitled to the compensation set forth in Section 3(a) hereof, prorated to the effective date of such termination;

(b) Remain subject to the provisions of the Proprietary Information and Inventions Agreement, in the form attached hereto as Exhibit A, signed concurrently herewith;

(c) Be entitled to receive a termination payment for any accrued, unused vacation.

(d) Not be entitled to severance, unless as provided in Section 6.2.

6.2       If Company terminates the employment of Employee without Cause (to be defined later in this section), the Company will, in addition to the provisions of Section 6.1, and in exchange for employee’s execution of a full and complete release of all claims as described herein:

(i)  Pay Employee seven months’ base compensation if the termination occurs before there has been a Corporate Transaction (to be defined later in this section) or pay Employee twelve months’ base compensation if the termination occurs after there has been a Corporate Transaction.  Such payments are to be made in accordance with Company’s normal payroll procedures with normal payroll deductions.

(ii)  Continue to provide to Employee all heath-care benefits, and other benefits that might apply, for the remainder of the month in which the termination occurs and reimburse Employee for Employee’s COBRA coverage for another seven-month period beyond that, or for a twelve-month period if the termination occurs after there has been a Corporate Transaction.

(iii)  If the termination occurs within 24 months after there has been a Corporate Transaction: (a) accelerate-vest by 24 months Employee’s unvested stock options, unvested stock grants, and any other such assets that vest over time and (b) allow Employee up to 24 months to exercise such options except to the extent that any such options expire before the end of this 24-month period or to the extent that earlier exercise is required by the Company to effect a sale or a merger.

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(iv) The term “Cause” is defined to mean conduct that in the good faith judgment of the Board constitutes a material breach of duty and is to include one or more of the following: falsification of company documents, fraud, moral turpitude, theft, embezzlement, criminal conduct, indictment on felony criminal charges, serious violations of Company policies, material breach of Employee’s employment agreement, extended or repeated absence from work that in the reasonable judgment of the Board is unjustifiable, inability to perform duties for a period of thirty (30) or more days without reasonable excuse and notice, or insubordination (e.g., refusal to carry out the reasonable instructions of the Board). If the material breach of duty is reasonably curable, Company shall provide notice to Employee of such breach of duty and shall give Employee a 30-day cure period.  Refusal to relocate to a facility more than 50 miles from the current facility is NOT considered Cause.

(v) The term “Corporate Transaction” is defined to mean (a) a transaction whereby the Company is party to a merger or consolidation whereby the Company is NOT the surviving entity and whereby the transaction results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; or (b) the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction having similar effect).

(vi) Employee will be eligible for no other severance compensation, benefits, or vesting other than that which is provided for in this Section 6.2 when he is terminated.  A condition precedent to the Company’s obligation to fulfill the severance terms in this Section 6.2 shall be Employee’s execution of a full and complete release of all claims against the Company, its Board, officers, agents, and affiliates in reasonable form as provided by the Company.  Nothing in this severance provision supersedes or in any way alters the at-will provisions of Section 5 above.

(vii)  Employee agrees that he will surrender to the Company, at its request, or at the conclusion of his employment, all accounts, notes, data, sketches, drawings and reproductions, and copies thereof, any of which (a) relate in any way to the business, products, practices, or techniques of the Company, (b) contain Confidential Information, whether or not created by him, or (c) come into his possession by reason of his employment with the Company; and Employee agrees further that all of the foregoing are the property of the Company.

7.  LOYAL PERFORMANCE

7.1  Employee shall not, during the period of his employment by the Company, engage in any employment or activity in any business competitive with the Company.  Employee agrees to notify the Company in writing of any outside employment or business activity,

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including the name of the business and the general nature of employee’s involvement, during the period of Employee’s employment with the Company.

7.2   If, at any time during the period ending two years after Employee has ceased to be an employee of the Company (or of any subsidiary or affiliate of the Company), whether or not pursuant to this agreement, Employee:

(a) directly or indirectly engages with...

(b) assists or has an active interest in, whether as owner, partner, shareholder, joint venturer, corporate officer, director, employee, consultant, principal, agent, trustee or licensor, or in any other similar capacity whatsoever (provided that ownership of not more than two percent of the outstanding stock of a corporation traded on a National securities exchange or quoted on NASDAQ OTC shall not of itself be viewed as assisting or having an active interest)...

or

(c) enters the employment of or acts as an agent for or advisor or consultant to...

... any person, firm, partnership, association, corporation, business organization, entity, or enterprise (the Business”) that is, or is about to become, directly or indirectly, engaged in any business or program that competes directly with or is substantially similar to any business or program that the Company (or any subsidiary or affiliate of the Company) was involved in (or was in the planning or development stage) during the 120-day period immediately prior to Employee’s ceasing to provide services to the Company (or any subsidiary or affiliate of the Company) [such business or program shall include, but not be limited to, those that involve: (a) any composition of matter or method that is protected by (i) any Company trade secret or (ii) any Company intellectual property that is either issued, pending, or filed at the time of termination or (b) the use, research or development, for any therapeutic or diagnostic purpose, of (i) any sphingolipid, (ii)  lysophosphatidic acid, Ceramide-1-phosphate, PAF, or HETE or (iii) any component of their respective pathways], then Employee shall immediately notify Company in writing of such involvement, including the name of the Business and the nature of Employee’s involvement, and Employee agrees to fully respond to reasonable questions by the Company regarding such involvement and to provide such further assurances reasonably requested by Company that Employee is not and will not be in breach of the Proprietary Information and Inventions Agreement attached hereto as Exhibit A.

7.3   Employee will not, at any time, without prior written consent of the Company:

(a) Directly or indirectly take any action or make or cause to be made any statements which would disparage the reputation of the Company or any subsidiary or affiliate of the Company, or

(b) Induce or attempt to influence any employee or consultant of the Company or

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any of its or their subsidiaries or affiliates to terminate his or her employment.

7.4  Nothing contained in this Section 7 is intended to supercede or alter in any way the provisions of the Proprietary Information and Inventions Agreement attached hereto as Exhibit A.

8.    CONFIDENTIALITY MATTERS

8.1    It is an express condition to the employment of Employee by Company that Employee sign and deliver a Proprietary Information and Inventions Agreement in the form attached hereto as Exhibit A concurrently with the execution of this Agreement.

8.2  .  The covenants contained in the Proprietary Information and Inventions Agreement constitute separate covenants.  If in any judicial proceeding, a court shall hold that any of the covenants set forth in the Proprietary Information and Inventions Agreement is not permitted by applicable laws, Employee and Company agree that such provision shall and is hereby reformed to the maximum time, geographic, or occupational limitations permitted by such laws.  Further, in the event a court shall hold unenforceable any of the separate covenants deemed included herein, then such unenforceable covenant or covenants shall be deemed eliminated from the provisions of this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such proceeding.  Employee and Company further agree that the covenants in the Proprietary Information and Inventions Agreement shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Employee against the Company whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of the covenants set forth in the Proprietary Information and Inventions Agreement.

9.    ACKNOWLEDGMENT

Employee acknowledges that he has been advised by Company to consult with independent counsel of his own choice, at his expense, as to the entering into this Agreement, that he has had the opportunity to do so, and that he has taken advantage of the opportunity to the extent that he desires.  The Employee further acknowledges that he has read and that he understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment and such professional advice as he has seen fit to obtain.

10.    ARBITRATION

Employee and the Company agree that in the event of any dispute concerning, arising out of, or related in any way to this Agreement, such dispute shall be submitted to arbitration.  Except as otherwise provided for herein, the disputes subject to this agreement to arbitrate include, to the fullest extent allowable by law, all potential claims between

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Employee and Company including, but not limited to, breach of contract, tort, discrimination, harassment, wrongful termination, compensation and benefits claims, constitutional claims and claims for the violation of any local, state or federal statute, ordinance or regulation. Arbitration proceedings may be commenced by either party by giving the other party written notice thereof and proceeding thereafter in accordance with the rules and procedures of the American Arbitration Association and California law.  Any such arbitration shall take place before a single arbitrator only in San Diego, California.  Any such arbitration shall be governed by and be subject to the applicable laws of the State of California and the then-prevailing rules of the American Arbitration Association (the “AAA”).  If the parties are unable to agree on a single neutral arbitrator, the arbitrator shall be selected pursuant to the AAA rules.  The arbitrator’s award in any such arbitration shall be final and binding, and a judgment upon such award may be entered and enforced by any court of competent jurisdiction.  Each party to this Agreement understands that by agreeing to arbitrate their disputes, they are giving up their right to have their disputes heard in a court of law and, if applicable, by a jury.  Company shall bear the costs of the arbitrator, the forum, and filing fees.  Each party shall bear its own respective attorney’s fees and all other costs, unless otherwise required or allowed by law and awarded by the arbitrator.