Material Agreement Form 8 K

New Employment Agreement with J.D. Finley

On September 25, 2024, Palisade Bio, Inc. (the "Company") entered into a revised employment agreement (the "Employment Agreement") with J.D. Finley, its current chief executive and chief financial officer. The material terms of the Employment Agreement are described below. The Employment Agreement does not increase Mr. Finley's current base salary or target bonus in effect prior to entering into the Employment Agreement.

Employment Related Contracts

General Terms

On September 25, 2024, the Company and Mr. Finley entered into the at-will Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Finley (i) receives a base salary of $542,000 per year, (ii) is eligible to receive an annual cash bonus based on the achievement of certain performance goals with a target of up to 50% of his base salary and (iii) is eligible to receive an annual market-based stock option grant as determined by the Board of Directors of the Company ("Board"), or a committee thereof. Mr. Finley is also eligible to participate in benefits provided by the Company to its executive officers and other employees from time to time.

Severance Benefits

Pursuant to the terms of the Employment Agreement, if the Company terminates Mr. Finley's employment without "Cause" or if Mr. Finley resigns for "Good Reason," as each term is defined in the Employment Agreement, Mr. Finley will be eligible for the continued payment of his base salary (in accordance with regular payroll practices) and COBRA benefits for up to twelve (12) months following the termination date (collectively, the "Severance Benefits").

In the event that the Company terminates Mr. Finley's employment without "Cause" or if Mr. Finley resigns for "Good Reason" within three (3) months immediately prior to or twelve (12) months after the effective date of a "Change in Control" as such term is defined in the Employment Agreement (the "Change in Control Period"), then in lieu of the Severance Benefits described above, Mr. Finley will be eligible for (i) a lump sum payment equal to the sum of (x) eighteen (18) months of base salary plus (y) 100% of the target bonus in effect at the time of termination, (ii) the continued payment of COBRA benefits for up to eighteen (18) months, and (iii) the immediate and full acceleration of 100% of his outstanding equity awards that are subject to time-based vesting (collectively, the "Change in Control Severance Benefits").

The Severance Benefits and Change in Control Severance Benefits, as applicable, are contingent on Mr. Finley entering into release of claims satisfactory to the Company.