Bellerophon Therapeutics, Inc. (BLPH) Files An 8-K Entry into a Material Definitive Agreement

Employment Agreement with Fabian Tenenbaum

On November 10, 2016, Bellerophon Therapeutics, Inc. (the
Company) entered into a new Employment Agreement (the Employment
Agreement) with Fabian Tenenbaum, its current Chief Financial
Officer, to serve as the Companys Chief Executive Officer,
effective as of November 11, 2016 (the “Effective Date”). This
completes the previously announced transition of Mr. Tenenbaum to
Chief Executive Officer of the Company, succeeding Jonathan
Peacock, who will remain with the Company as Chairman.

The foregoing description of the Employment Agreement is a
summary of the material terms thereof and is qualified in its
entirety by the complete text of the Employment Agreement, which
is attached hereto as Exhibit 10.1 to this Current Report on Form
8-K.

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On the Effective Date, Mr. Peacock stepped down as Chief
Executive Officer of the Company and the Company entered into an
Employment Agreement with Mr. Tenenbaum in connection with his
employment with the Company as its Chief Executive Officer with
an annual base salary of $375,000. The agreement provides that
Mr. Tenenbaum is employed at will, and either the Company or Mr.
Tenenbaum may terminate the employment relationship for any
reason, at any time. Following the end of each calendar year and
subject to the approval of the Board of Directors of the Company
or the compensation committee thereof (the Compensation
Committee), Mr. Tenenbaum is eligible to receive an annual bonus
for such calendar year equal to 50% of his annualized based
salary in accordance with the terms of the Companys management
incentive program. The Company, in its sole discretion, may pay
such bonus compensation in cash, equity or a combination thereof
on such terms as are determined by the Compensation Committee.
For calendar year 2016, Mr. Tenenbaum is eligible to receive a
pro-rated annual bonus from February 29, 2016.

In connection with Mr. Tenenbaums execution of the Employment
Agreement, the Company agreed, subject to approval of the
Compensation Committee, to grant Mr. Tenenbaum an option (the
Option) to purchase the number of shares of the Companys common
stock equal to 3.0% of the fully diluted outstanding shares of
the Companys common stock as of the Effective Date at a per share
exercise price equal to the fair market value of the Companys
common stock on the date of grant. The Option, subject to the
approval of the Compensation Committee, will (a) vest in four
equal installments, with the first installment vesting one year
following the Effective Date, and the remaining three
installments vesting annually of the following three
anniversaries of the Effective Date and (b) include 50%
accelerated vesting in the event of a change in control (as
defined in the Employment Agreement) and (c) formally provide an
alternative vesting schedule solely in the event that the Company
terminates Mr. Tenenbaums employment without cause (as defined in
the Employment Agreement) following the vesting of the first
installment, such that the Option will be deemed to have vested
in equal monthly installments following the Effective Date.

If the Company terminates Mr. Tenenbaums employment without cause
(as defined in the Employment Agreement) or if Mr. Tenenbaum
terminates his employment with the Company for good reason (as
defined in the Employment Agreement) within twelve months
following a change in control (as defined in the Employment
Agreement), Mr. Tenenbaum is entitled to receive subject to his
continued compliance with the restrictive covenants of the
agreement and his execution and nonrevocation of a general
release of claims against the Company: (1) for a period of twelve
months following his termination of employment monthly severance
pay in an amount equal to his base salary rate; (2) an annual
bonus at the target level in cash or equity or any combination
thereof; and (3) continued coverage, under the Companys medical,
dental and vision benefit plans at active employee rates for 12
months following the date of termination.

Mr. Tenenbaum is subject to confidentiality, work product
assignment, non-competition and non-solicitation obligations to
the terms of his Employment Agreement.

Item 9.01 Financial Statements and Exhibits

Employment Agreement with Fabian Tenenbaum