Second Amendment to Employment Agreement between Gemphire Therapeutics Inc. and Seth Reno dated September 30, 2019

Exhibit 10.3

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)  is made effective as of the 30th day of September, 2019, by and between Gemphire Therapeutics Inc. (the “Company”) and SETH RENO (the “Executive”).

RECITALS

The Company and the Executive entered into an Employment Agreement dated effective August 15, 2016, as amended by the First Amendment to Employment Agreement dated effective July 24, 2019 (the “Employment Agreement”).  The Company and the Executive now wish to further amend the Employment Agreement as provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth below, the parties agree as follows:

1.         AMENDMENT TO SECTION 2(A)(II) OF THE EMPLOYMENT AGREEMENT.  The Company and the Executive agree that Section 2(a)(ii) of the Employment Agreement shall be amended to read as follows:

“(ii)      During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours and on a full time basis to the business and affairs of the Company, to discharge the responsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) be employed by the Company or any of its subsidiaries or Affiliates, (B) serve on corporate, civic or charitable boards, committees, or advisory boards, (C) deliver lectures, fulfill speaking engagements or teach at educational  institutions, (D) manage personal investments, and (E) perform consulting work for NeuroBo Pharmaceuticals, Inc., so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.”

2.         AMENDMENT TO  SECTION 2(B)(I) OF THE  EMPLOYMENT  AGREEMENT.  The Company and the Executive agree that the first sentence of Section 2(b)(i) of the Employment Agreement shall be amended to read as follows:

“(i)       Base Salary.  During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”)  of $206,256, subject to applicable withholding taxes, which shall be paid in accordance with the Company’s normal payroll practices for senior executive officers of the Company as in effect from time to time.”

3.         WRITTEN CONSENT.  The Executive agrees that this Amendment shall constitute Executive’s written consent for purposes of clause (A) in the definition of Termination for Good

Reason in the Employment Agreement and that this change shall not otherwise constitute any of the events listed in the definition of Termination for Good Reason in the Employment Agreement.

4.         SECTION 409A.  This Amendment and all transactions in connection therewith are intended to be exempt from or in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), but under no circumstances shall the Company be liable to any tax, interest or penalty imposed on the Executive or other detriment suffered by the employee under Section 409A or for any other adverse tax consequences to the employee resulting from this Amendment.

5.         CONSTRUCTION.  Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Employment Agreement.  The terms of this Amendment amend and modify the Employment Agreement as if fully set forth in the Employment Agreement.  If there is any conflict between the terms, conditions and obligations of this Amendment and the Employment Agreement, this Amendment’s terms, conditions and obligations shall control.  All other provisions of the Employment Agreement not specifically modified by this Amendment are preserved.  This Amendment may be executed in counterparts (including via facsimile, .pdf or other electronic means of execution and delivery), each of which shall be deemed an original, and all of which together shall constitute one and the same document.

SIGNATURES ON THE FOLLOWING PAGE

IN WITNESS HEREOF, the Company and the Executive have executed this Amendment effective as of the date first written above.