Employment Agreement Erica Monaco

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of October 21, 2019 by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Erica Monaco (the “Executive”) currently employed as Vice President of Finance and Operations for Biofrontera Inc.

BACKGROUND INFORMATION

The Company wishes to secure the employment services of the Executive for an indefinite period of time and upon the particular terms and conditions hereinafter set forth. The Executive is willing to be so employed. Accordingly, the parties agree as follows:

OPERATIVE PROVISIONS

The Company hereby currently employs the Executive. It is agreed that the Executive will devote 100% of her working capacity to the performance of her duties hereunder. This Agreement shall remain in full force and effect for an indefinite period of time and is subject to termination pursuant to Section 9 of the Agreement.

During the term of the Agreement, whether initial or extended, the Executive shall render to the Company services as Vice President of Finance and Operations of the Company and shall perform such duties as may be designated by and subject to the supervision of the Company’s Board of Directors, and shall serve in such additional capacities appropriate to her responsibilities and skills as shall be designated by the Board of Directors. During such period, the Executive shall devote her full attention, time and energies as necessary to the business affairs of the Company (subject to the terms of Section 1 above and Section 5 below) and will use her reasonable business efforts to promote the interests and reputation of the Company. She may only pursue non-competitive activities as do not interfere with the complete performance of her obligations hereunder unless by prior agreed of the Company’s Board of Directors.

Executive’s principal place of employment shall be at the Company’s headquarters, which is currently located in Woburn, MA. Executive shall also be required to conduct reasonable business travel as directed by the CFO and consistent with the Executive’s duties and responsibilities.

For the services to be rendered by the Executive under the Agreement, the Company shall pay her a salary while she is rendering such services and performing her duties hereunder, and the Executive shall accept such salary as full payment for such service. The base salary is currently be $205,000.12 reduced by (i) Federal income tax withholding, (ii) FICA; and (iii) such other reductions as may be agreed upon by the parties or required by law. The salary shall be paid in bi-weekly installments and in accordance with the Company’s customary payroll procedure. For each fiscal year in effect during the active life of this Agreement, the Executive shall be eligible to receive a cash bonus of up to 30% of her base salary (the “Target Bonus”) upon the attainment of performance goals set in advance by the Board of Directors. All such bonuses shall be paid after the completion of the Company’s financial statements for the applicable fiscal year as and when bonuses are paid to members of senior management generally. The actual amount of Executive’s bonus shall depend upon the level of achievement of set targets, however no bonus shall be paid if the level of target achievement is below 70%. Further, the Executive shall participate in Biofrontera AG’s stock option plan. The number of options rewarded to her shall be at the discretion of the Executive Board and consent of the Supervisory Board of Biofrontera AG.

Upon the Executive’s termination of employment regardless of the reason for such termination and regardless of the party by whom such termination is initiated, the Executive shall be entitled to immediate payment of all accrued but unpaid base salary and expenses owed. In addition, upon the Executive’s termination of employment by the Company other than termination “for cause” under Section 9(d) of the Agreement), the Executive shall be entitled to a severance payment equal to one twelfth the Executive’s then-current annual base salary for each full year the Executive has been employed by the Company; provided, however, that such payment shall not exceed two full years of Executive’s then-current base salary.

The Executive shall be entitled to paid time off in accordance with the Company’s standard policy. She shall not be entitled to receive monetary or other valuable consideration for vacation time to which she is entitled but does not take, unless so ordered by the Board of Directors. Timing of vacations shall be reasonably exercised by the Executive.

During her period of employment hereunder, the Executive shall further be entitled to (a) such leave by reason of physical or mental disability or incapacity and to such participation in medical and life insurance, pension benefits, disability and other fringe benefit plans as the Company may make generally available to all of its executive employees and other employees from time to time; subject, however, as to such plans, to such budgetary constraints or other limitations as may be imposed by the Board of Directors of the Company from time to time; and (b) reimbursement for all normal and reasonable expenses necessarily incurred by her in the performance of her obligations hereunder, subject to such reasonable substantiation requirements as may be imposed by the Company to all employees of the Company, unless otherwise agreed to by the Board of Directors.

Executive acknowledges that as the Vice President of Finance and Operations, she has received and will continue to receive Company’s Confidential Information. Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company, free of any rights of Executive, and acknowledges that the Company has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, Executive agrees that during or after the expiration of her term of employment with the Company, the Executive shall not communicate or divulge to, or use for the benefit of, any individual, association, partnership, trust, corporation or other entity except the Company, any Confidential Information received by the Executive by virtue of her employment, without first being in receipt of the Company’s written consent to do so.

For the purposes of this Agreement, the term “Confidential Information” means:

The term “Confidential Information” shall not include information that is or becomes generally known to the public other than as a result of a disclosure by Executive in violation of this Agreement, or by any other employee of the Company subject to confidentiality obligations.

During the term of her employment hereunder and for the one (1) year period following the termination hereof for any reason other than (a) the Company’s discontinuance of activities; or (b) an adjudication of the Company’s material breach of any of its obligations set forth in Sections 1, 2,4, and 5 inclusive, the “Restricted Period”) the Executive shall not, without prior written consent by the Board of Directors of the Company, directly or indirectly, engage in or become an owner of, render any service to, enter the employment of, or represent or solicit for any business which competes with any activity of the Company conducted at any time during the Executive’s period of employment and which is located in the United States. The parties expressly agree that the duration and geographical area of the restrictive covenant are reasonable.

The covenant shall be construed as an agreement independent of any other provision herein; and the existence of any claim or cause of action of the Executive against the Company regardless of how arising, shall not constitute a defense to the enforcement by the Company or its terms. If any portion of the covenant is held by a court to be unenforceable with respect either to its duration or geographical area, for whatever reason, it shall be considered divisible both as to time and geographical area, resulting in an intended requirement that the longest lesser period of time or largest lesser geographical area found by such court to be a reasonable restriction shall remain an effective restrictive covenant, specifically enforceable against the Executive.

Notwithstanding any statement contained in this Section to the contrary, legal or beneficial ownership by the Executive of a less than five percent (5%) interest in a competitive corporation the stock of which is publicly traded on a stock exchange or by means of an electronic dealer quotation system, shall not of itself be deemed to constitute a breach by the Executive of the terms hereof.

Additionally, during the Executive’s employment with the Company and thereafter during the Restricted Period, the Executive shall not, and shall not permit any third party subject to Executive’s direction or control to, directly or indirectly, (i) call upon, accept business from, or solicit the business of any Person who is, or who had been at any time during the preceding twelve months, a customer of the Company, (ii) otherwise divert or attempt to divert any business from the Company, (iii) interfere with the business relationships between the Company and any of its customers, suppliers or others with whom they have business relationships or (iv) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any Person who is an employee of, or otherwise performing services for, the Company to terminate his or her employment or other relationship with the Company, or hire any Person who has left the employ of or ceased providing services to the Company during the Restricted Period.

The parties to the agreement agree that the services of the Executive are of a personal, specific, unique and extraordinary character and cannot be readily replaced by the Company. They further agree that in the course of performing her services, the Executive will have access to various types of proprietary information of the Company, which, if released to others or used by the Executive other than for the benefit of the Company, in either case without the Company’s written consent, could cause the Company to suffer irreparable injury. Therefore, the obligation of the Executive established under Section 6 and Section 7 hereof shall be enforceable both at law and in equity, by injunction, specific performance, damages or other remedy; and the right of the Company to obtain any such remedy shall be cumulative and not alternative and shall not be exhausted by any one or more uses thereof. Any adjudication against Executive by the Company shall be in accordance with the laws of Massachusetts and Massachusetts employee rights.

If Executive’s termination of employment occurs within 3 months prior to or 12 months after a “Change in Control” as defined in this Section and such termination is by the Company without “cause,” (i) Executive would be entitled to receive, in lieu of the severance amount described in Section 4, a severance amount equal to the sum of her current base salary and target annual bonus for the then current fiscal year (or if higher, the target annual bonus for the fiscal year immediately prior to the Change in Control), and (ii) Subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under COBRA.

For the purposed of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

If, during the course of her employment, Executive becomes indebted to the Company for any reason, the Company shall, if it so elects, have the right to set off and to collect any sums due it from the Executive out of any amounts which it may owe to the Executive for unpaid compensation. In the event that the Agreement terminates for any reason, all sums owed by the Executive to the Company shall become immediately due and payable.

IN WITNESS WHEREOF, the parties have executed the Agreement,

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (the “Amendment”) is effective as of January 06, 2020 by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Erica Monaco (the “Executive”) currently employed as Vice President of Finance and Operations for Biofrontera Inc. The Company and Executive are at times collectively referred to as the “Parties” to this Amendment.

BACKGROUND INFORMATION

1. The Company and Executive entered into a certain Employment Agreement dated October 21, 2019 (the “Agreement”).

2. The Parties wish to amend and modify certain terms of the Agreement as described herein.

3. This Amendment, along with the Agreement and any prior Amendments to the Agreement, contains the entire understanding of the Parties regarding the subject matter herein and can only be modified by a subsequent written agreement by the Parties. The provisions of the Agreement, as amended herein, shall remain in full force and effect.

NOW, THEREFORE, in consideration of the mutual promises exchanged herein and other good and valuable consideration, the receipt and adequacy of which the Parties acknowledge, and intending to be legally bound hereby, the Parties agree as follows:

AGREEMENT

1. Defined terms in this Amendment shall have the same meaning as in the Agreement.

2. Paragraph 2 of the Agreement shall be amended and modified to read, in its entirety, as follows:

DUTIES

During the term of the Agreement, whether initial or extended, the Executive shall render to the Company services as the Chief Financial Officer of the Company and shall perform such duties as may be designated by and subject to the supervision of the Company’s Board of Directors, and shall serve in such additional capacities appropriate to her responsibilities and skills as shall be designated by the Board of Directors. During such period, the Executive shall devote her full attention, time and energies as necessary to the business affairs of the Company (subject to the terms of Section 1 above and Section 5 below) and will use her reasonable business efforts to promote the interests and reputation of the Company. She may only pursue non-competitive activities as do not interfere with the complete performance of her obligations hereunder unless by prior agreed of the Company’s Board of Directors.

Additionally, during the term of this Agreement, Executive shall serve as a director on Company’s Board of Directors. Executive shall not be entitled to any additional compensation in her capacity as a director of the Company. In addition, in the event this Agreement or Executive’s employment is terminated for any reason, Executive’s service as a member of the Board of Directors shall immediately, and without any additional action required, cease.

3. Paragraph 3 of the Agreement shall be amended and modified to read, in its entirety, as follows:

LOCATION OF EMPLOYMENT

Executive’s principal place of employment shall be at the Company’s headquarters, which is currently located in Woburn, MA. Executive shall also be required to conduct reasonable business travel as directed by the Board of Directors and consistent with the Executive’s duties and responsibilities.

4. Paragraph 4 of the Agreement shall be amended and modified to read, in its entirety, as follows:

COMPENSATION

For the services to be rendered by the Executive under the Agreement, the Company shall pay her a salary while she is rendering such services and performing her duties hereunder, and the Executive shall accept such salary as full payment for such service. The base salary is currently be $270,000.00 reduced by (i) Federal income tax withholding, (ii) FICA; and (iii) such other reductions as may be agreed upon by the parties or required by law. The salary shall be paid in bi-weekly installments and in accordance with the Company’s customary payroll procedure. For each fiscal year in effect during the active life of this Agreement, the Executive shall be eligible to receive a cash bonus of up to 30% of her base salary (the “Target Bonus”) upon the attainment of performance goals set in advance by the Board of Directors. All such bonuses shall be paid after the completion of the Company’s financial statements for the applicable fiscal year as and when bonuses are paid to members of senior management generally. The actual amount of Executive’s bonus shall depend upon the level of achievement of set targets, however no bonus shall be paid if the level of target achievement is below 70%. Further, the Executive shall participate in Biofrontera AG’s stock option plan. The number of options rewarded to her shall be at the discretion of the Executive Board and consent of the Supervisory Board of Biofrontera AG.

Upon the Executive’s termination of employment regardless of the reason for such termination and regardless of the party by whom such termination is initiated, the Executive shall be entitled to immediate payment of all accrued but unpaid base salary and expenses owed. In addition, upon the Executive’s termination of employment by the Company other than termination “for cause” under Section 9(d) of the Agreement), the Executive shall be entitled to a severance payment equal to one twelfth the Executive’s then-current annual base salary for each full year the Executive has been employed by the Company; provided, however, that such payment shall not exceed two full years of Executive’s then-current base salary.

5. Paragraph 6 of the Agreement shall be amended and modified to read, in part, as follows:

Executive acknowledges that as the Chief Financial Officer, she has received and will continue to receive Company’s Confidential Information. Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company, free of any rights of Executive, and acknowledges that the Company has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, Executive agrees that during or after the expiration of her term of employment with the Company, the Executive shall not communicate or divulge to, or use for the benefit of, any individual, association, partnership, trust, corporation or other entity except the Company, any Confidential Information received by the Executive by virtue of her employment, without first being in receipt of the Company’s written consent to do so.

The remainder of Paragraph 6 shall remain unaffected by this amendment.

6. Except as otherwise expressly stated in this Amendment, the terms and conditions of the Agreement shall apply in all other respects and remain in full force and effect.

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IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year referenced above.