Exhibit 10.1

MOUNT TAM BIOTECHNOLOGIES, Inc.

Employment AGREEMENT

This Employment Agreement (“Agreement”) by and between Mount Tam Biotechnologies, Inc ., a Nevada corporation (“Employer” or the “Company”), and James Stapleton , an individual (“Employee”), is effective as of April 21, 2016 (“Effective Date”). Your first day of employment will be May 2, 2016 (“Start Date”). In consideration of the mutual promises made herein, the Company and Employee agree as follows:

(a)   The Company shall have the right, upon delivery of written notice to the Employee, to terminate the Employee’s employment hereunder at any time prior to the expiration of the Term of Employment (i) pursuant to a Termination for Cause or (ii) pursuant to a Without Cause Termination.  The Employee shall have the right, upon delivery of written notice to the Company, to terminate Employee’s employment hereunder at any time prior to the expiration of the Term of Employment pursuant to a Good Reason termination or if without Good Reason (“Voluntary Termination”) by providing the Company with not less than 30 days prior written notice.

(b) In the event that the Company terminates the Employee’s employment pursuant to a Without Cause Termination, or if Employee terminates his employment for Good Reason, then the Company shall be obligated to pay Employee: (i) Employee’s earned Base Salary through the termination date, any unpaid earned bonus award pursuant to the terms of the executive bonus plan and the sign on bonus only if the contingency was achieved prior to the notice of termination or effective date of termination, and reimbursable expenses and benefits owing to Employee through the day on which Employee’s employment terminated (collectively the “Accrued Obligations”), and (ii) subject to the execution of a general comprehensive release prepared by the Company (and which must become effective and irrevocable in accordance with its terms within 60 days following Employee’s termination date), a severance payment to the Employee equal to the continuation of Employee’s then current Base Salary (at his adjusted annual Base Salary based on the date of termination) for the lesser of the number of months remaining in the Term of Employment or 9 months. In addition, all stock option grants and/or restricted stock grants that have not yet vested will automatically vest, regardless of the satisfaction of any conditions contained therein.  Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of this Agreement.

Employee shall not be entitled to any of the severance payments or benefits provided for in this Section that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) until Employee’s separation of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h), or Employee’s death. As to any separation benefits that constitute deferred compensation subject to Section 409A of the Code that would otherwise be paid hereunder within 60-days following the termination date shall be held back and paid on the first regularly scheduled payroll date following the 60 ^th day after the termination date.

(c)   In the event that the Company terminates the Employee’s employment hereunder due to a Termination for Cause, the Term of Employment expires or the Employee Voluntarily terminates employment with the Company for any reason (other than a termination of employment by the Employee for Good Reason), or Employee’s employment terminates by reason of death or disability, the Employee shall not be entitled to any severance, except that the Company shall be obligated to pay Employee his Accrued Obligations. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph.

(d)   For purposes of this Agreement, the following terms have the following meanings:

(i)   The term “Termination for Cause” means, to the maximum extent permitted by applicable law, a termination of the Employee’s employment by the Company attributed to (a) the repeated or willful failure of Employee to substantially perform his duties hereunder (other than any such failure due to physical or mental illness) that has not been cured within 14 days after a written demand for substantial performance is delivered to Employee by the Chairman of the Board of Directors (“Chairman”), which demand identifies the manner in which the Chairman believes that Employee has not substantially performed his duties hereunder; (b) conviction of, or entering a plea of guilty or nolo contendere to a crime that constitutes a felony; (c) Employee’s intentional misconduct, gross negligence or material misrepresentation in the performance of his duties to the Company; or (d) the material breach by Employee of any written covenant or agreement with the Company under this Agreement (including, but not limited to, paragraph 5 herein) or otherwise, including, but not limited to, an agreement not to disclose any information pertaining to the Company.

(ii)   The term “Without Cause Termination” means a termination of the Employee’s employment by the Company other than due to (a) a Termination for Cause, (b) Disability, (c) the Employee’s death, or (d) the expiration of this Agreement (or the Term of Employment).

(iii)   the term “Change in Control” shall mean:

(A) The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company;

(B) The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Company, that together with stock of the Company acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Company;

(C) A majority of the members of the Company’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election;

(D) One person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

This definition of Change in Control shall be interpreted in accordance with, and in a manner that will bring the definition into compliance with, the regulations under Section 409A of the Internal Revenue Code.

(iv)   The term “Good Reason termination” means Employee’s termination of his employment with the Company following (i) a reduction in Employee’s Base Salary of more than fifteen percent (15%) that is not related to a reduction in Employee’s required commitment as permitted under paragraph 2 herein, (ii) a material reduction of Employee’s performance-based target bonus or other incentive programs except in conjunction with a Change in Control or, in the case of (i) and (ii) except where all officers are affected equally. In either case, prior to invoking a Good Reason termination, the Employee must have provided the Company with written notice of the basis upon which he believes Good Reason exists and permit the Company with at least thirty (30) days to cure the conditions, which must continue to exist after the cure period for there to be Good Reason.

(v) The terms “termination of employment,” or “terminate the Employee’s employment,” (or “termination” or “terminate” when used in the context of Employee’s employment) shall mean a separation from service with the Company and its affiliates as defined in IRS regulations under Section 409A of the Code.  An affiliate is any corporation or other business entity that is, along with the Company, a member of a controlled group of businesses, as defined in Code Sections 414(b) and 414(c), provided that the language: “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in such definition.  A corporation or other business entity is an affiliate only while a member of such controlled group.

(e) In no event will the Employee have the discretion to determine the calendar year of payment.

(a)   Upon the occurrence of a Change in Control, 100% of all unvested stock option grants and/or restricted stock grants previously awarded to Employee shall immediately vest, regardless of the satisfaction of any conditions contained therein.

(b)   In the event that any part of any payment or benefit received (including, without limitation, granting of and/or acceleration of vesting of stock options and restricted stock), (the “Change in Control Payments”) would be subject to the Excise Tax determined as provided below, then the Employee may elect, in the sole discretion of the Employee, to receive in-lieu of the amounts payable a lesser amount equal to $100 less than 3.00 times the Employee’s “Annualized Includable Compensation” (within the meaning of Section 280G(d)(1) of the Code) (such amount the “Cut-Back Amount”) by eliminating the accelerated vesting to the extent necessary to reduce the payments and to the Cut-Back Amount.  Any amounts paid as a result of an election by the Employee pursuant to this subparagraph will be in full satisfaction of the amounts otherwise payable to the Employee.  For purposes of determining whether any of the Change in Control Payments will be subject to the Excise Tax and the amounts of such Excise Tax; (1) the total amount of the Change in Control Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to Excise Tax, except to the extent that, in the opinion of independent counsel selected by the Company and reasonably acceptable to the Employee (“Independent Counsel”), a Change in Control Payment (in whole or in part) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Change in Control Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Change in Control Payments or (B) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Independent Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(c) In the event of any change in, or further interpretation of, Sections 280G or 4999 of the Code and the regulations promulgated thereunder, the Employee shall be entitled, by written notice to the Company, to request an opinion of Independent Counsel regarding the application of such change or interpretation to any of the foregoing, and the Company shall use its best efforts to cause such opinion to be rendered as promptly as practicable.  Any fees and expenses of Independent Counsel incurred in connection with this Agreement shall be borne by the Employee.

(a) To the extent any payments or benefits pursuant to Sections 12 and 13 above (a) are paid from the date of termination of Employee’s employment through March 15 of the calendar year following such termination, such severance benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; (b) are paid following said March 15, such Severance Benefits are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the treasury Regulations made upon an involuntary separation from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, (c) represent the reimbursement or payment of costs for outplacement services, such payments are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury regulations and to qualify for the exception from deferred compensation pursuant to Section 1.409A-1(b)(9)(v)(A); and (d) are in excess of the amounts specified in clauses (a), (b) and (c) of this paragraph, shall (unless otherwise exempt under Treasury Regulations) be considered separate payments subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payments or benefits be delayed until 6 months after Employee’s separation from service if Employee is a “specified Executive” within the meaning of the aforesaid section of the Code at the time of such separation from service. In the event that a six month delay of any such separation payments or benefits is required, on the first regularly scheduled pay date following the conclusion of the delay period, Employee shall receive a lump sum payment or benefit in an amount equal to the separation payments and benefits that were so delayed, and any remaining separation payments or benefits shall be paid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions).

(b) Additionally, in the event that following the date hereof the Company or Employee reasonably determines that any payments or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Employee shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the payments and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the payments and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code.

(c) Each payment in a series of installments shall be considered a separate “payment” for purposes of Section 409A of the Code.

(d) Notwithstanding anything contained herein to the contrary, in no event shall the Company be liable, or otherwise be held responsible, for any additional tax, interest or penalties that may be imposed on Employee under Section 409A of the Code with respect to any payment made under this Agreement.

Appendix A

Alternative Dispute Resolution (ADR) Policy and Agreement

The responding party may submit counterclaim(s) in like manner in accordance with applicable law.