Employment Agreement dated October 3, 2022

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of October 3, 2022 by and between Biofrontera, Inc, a Delaware corporation (the “Company”) having its registered office at 120 Presidential Way, Suite 330, Woburn, MA 01801 and Fred Leffler (the “Executive”).

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 proposes to employ the Executive in the capacity of “Chief Financial Officer”. It is agreed that the Executive will devote 100% of their working capacity to the performance of their duties hereunder and will directly report to the Chief Executive Officer. 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 Chief Financial Officer of the Company and shall perform such duties as may be designated by and subject to the supervision of the Chief Executive Officer, and shall serve in such additional capacities appropriate to his responsibilities and skills as shall be designated by the Chief Executive Officer. During such period, the Executive shall devote their 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 reasonable business efforts to promote the interests and reputation of the Company. Executive may only pursue non-competitive activities as do not interfere with the complete performance of their obligations hereunder unless by prior agreed of the Company’s Chief Executive Officer.

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 Chief Executive Officer 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 a salary while Executive is rendering such services and performing their duties hereunder, and the Executive shall accept such salary as full payment for such service. The annual base salary will be $355,000.00 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.

In addition, Company shall pay to Executive a one-time signing bonus of $25,000.00 (subject to applicable tax withholdings). This sum shall be paid to Executive at the time of Executive receives their first regularly scheduled paycheck.

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 40% of their base salary (the “Target Bonus”) upon the attainment of performance goals set in advance by the Chief Executive Officer. During Executive’s first calendar year of employment, the Target Bonus shall be prorated based on the time Executive was actively employed by the Company during calendar year. All Target 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%.

Executive shall be eligible to participate in Company’s stock option plan. The number of options awarded to Executive shall be at the discretion of the Board of Directors. At the time of hire, Executive shall receive 100,000 stock options, which shall be subject to same vesting scheudule and other terms, conditions, and restrictions imposed upon all awards made given under Company’s employee stock option program.

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 either (i) by the Company for any reason other than termination for “Cause” (under Section 9(d) of the Agreement) or (ii) by Executive for “Good Reason” (under Section 9(g)), the Executive shall be entitled to receive 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 (a) shall not be less than six (6) months of Executive’s then-current base salary, and (b) shall not exceed two (2) full years of Executive’s then-current base salary. Such severance payments shall be expressly conditioned upon the Executive’s execution and delivery to the Company of a waiver and release of claims in a form reasonably acceptable to the Company (the “Release”) and such Release becoming irrevocable no later than sixty (60) days following Executive’s termination of employment. For the avoidance of doubt, the payments and benefits set forth in this paragraph shall be forfeited if such Release has not been executed, delivered and become irrevocable within such sixty (60) day period.

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

During their 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 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 their in the performance of their 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 Chief Financial Officer, they will 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 their 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 their 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 their employment hereunder and for a period of one (1) year following the earlier of (i) either party’s notice of termination under Section 9(b), or (ii) the actual 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 or supplier 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 their employment or other relationship with the Company, or hire any Person who bas 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 their 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 believes that they have “Good Reason” to resign their position, Executive must provide written notice of the occurrence of the event constituting Good Reason and their desire to terminate their employment with the Company on account of such Good Reason within thirty (30) days of the occurrence. Thereafter, Company will have a period of thirty (30) days following receipt of such written notice to cure the condition. If the Company does not cure the event constituting Good Reason within such thirty (30) day period, the Executive’s employment will terminate the day immediately following the end of such thirty (30) day period, unless the Company provides for an earlier employment termination date.

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 either (a) by the Company without “Cause,” or (b) by Executive for “Good Reason,” then: (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 their 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 their 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.

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IN WITNESS WHEREOF, the parties have executed the Agreement,