Exhibit 10.3


 





MARKER THERAPEUTICS,
INC.



EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT,
dated as of November 27, 2018 (the “Effective Date”), is by and between Marker Therapeutics, Inc. a Delaware
corporation (the “Company”), having offices at 3200 Southwest Freeway #2240, Houston, Texas 77027 and at 5 W
Forsyth St, Jacksonville, FL 32202 (the “Company Premises”) and Anthony H. Kim (the “Executive”).


 


WHEREAS, the
Company desires to employ Executive as its Chief Financial Officer and to provide Executive with certain compensation and benefits
in return for Executive’s services, and Executive agrees to be retained by the Company in such capacity and to receive the
compensation and benefits on the terms and conditions set forth herein;


 


WHEREAS, the
Company and Executive desire to enter into this Employment Agreement (the “Agreement”) effective as of the Effective
Date in order to memorialize the terms and conditions of Executive’s employment by the Company upon and following the Effective
Date; and


 


WHEREAS, Executive’s
agreement to and compliance with the provisions in Sections 9 through 11 of this Agreement are a material factor, material inducement
and material condition to the Company’s entering into this Agreement. Moreover, Executive acknowledges that a substantial
portion of the value of the employment of Executive is Executive’s promises to refrain from competing with the Company as
identified in Sections 9 through 11 of this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties
agree as follows:


 


1.       At-Will
Employment. The Company and Executive acknowledge that either party has the right to terminate Executive’s employment
with the Company at any time for any reason whatsoever, with or without cause, subject to the provisions of Section 6 and 7 herein.
This at-will employment relationship cannot be changed except in a writing signed by both Executive and the Board of Directors
of the Company (or a duly authorized committee thereof, if applicable) (the “Board”). Any rights of Executive
to additional payments or other benefits from the Company upon any such termination of employment shall be governed by Section
7 of this Agreement.


 


2.       Position.
Executive shall serve as the Chief Financial Officer of the Company with the responsibilities, rights, authority and duties pertaining
to such offices as are established from time to time by the Chief Executive Officer of the Company, and Executive shall report
to the Chief Executive Officer of the Company. Executive shall also act as an officer and/or director and/or manager of such Affiliates
of the Company as may be designated by the Chief Executive Officer of the Company from time to time, commensurate with Executive’s
office, all without further compensation, other than as provided in this Agreement. As used herein, “Affiliate”
means any entity that directly or indirectly controls, is controlled by, or is under common control with, the Company.


 






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3.       Commitment.
Executive will devote substantially all of his business time and best efforts to the performance of his duties hereunder; provided,
however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of his duties
and responsibilities hereunder and do not conflict with the financial, fiduciary or other interests of the Company (or its Affiliates),
as determined in the sole discretion of the Chief Executive Officer of the Company, to manage his passive personal investments
and to serve on corporate, civic, charitable and industry boards or committees. Notwithstanding the foregoing, Executive agrees
that he shall only serve on for-profit boards of directors or for-profit advisory committees if such service is approved in advance
in the sole discretion of the Chief Executive Officer of the Company.


 


4.       Compensation.


 


(a)       Base
Salary. During Executive’s employment with the Company, effective as of the Effective Date, the Company shall pay Executive
a base salary at the annual rate of Three Hundred Seventy-Five thousand dollars ($375,000), less payroll deductions and withholdings,
which shall be payable in accordance with the standard payroll practices of the Company. Executive’s base salary shall be
subject to periodic review and adjustment by the Board from time to time in the discretion of the Board.


 


(b)       Annual
Performance Bonus. For each calendar year, Executive shall be eligible to receive an annual performance bonus (“Annual
Performance Bonus”) from the Company, with the target amount of such bonus equal to forty percent (40%) of Executive’s
annual base salary. The Annual Performance Bonus will be based on achievement of individual and/or Company goals which are established
by the Board (or duly authorized committee thereof), in its sole discretion at the beginning of each calendar year. Following the
close of each calendar year, the Board (or duly authorized committee thereof), will determine whether Executive has earned an Annual
Performance Bonus, and the amount of any such bonus. Payment of the Annual Performance Bonus shall be expressly conditioned upon
Executive’s employment with the Company on the date that the Annual Performance Bonus is paid, except as provided in Section
7(b) and Section 7(c) below. The Annual Performance Bonus shall be paid within ninety (90) days after the end of the calendar year
for which it relates and may be payable in such portion of cash and stock as the Board (or duly authorized committee thereof),
shall determine in its sole discretion. Executive’s target Annual Performance Bonus will be subject to periodic review and
adjustment by the Board from time to time.


 


(c)       Equity
Awards. Executive will be eligible to participate in and receive stock option or equity award grants under the Company’s
2014 Omnibus Stock Ownership Plan, as amended (the “Plan”) from time to time in the discretion of the Board, and in
accordance with the terms and conditions of such plans.


 


(d)       Reimbursement
of Business Expenses and Commuting. The Company shall reimburse Executive for reasonable travel and other business expenses
incurred by Executive in the performance of his duties hereunder, in accordance with the Company’s policies as in effect
from time to time.


 






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5.       Benefits.
Subject to applicable eligibility requirements, Executive shall be entitled to participate in all benefit plans and arrangements
and fringe benefits and programs that may be provided to senior executives of the Company from time to time, subject to plan terms
and generally applicable Company policies. Executive is entitled to participate in personal time off and holiday benefits, in accordance
with the Company’s policies as in effect from time to time.


 


6.       Termination.


 


(a)       Termination.
The employment of Executive under this Agreement shall terminate upon the earliest to occur of any of the following events:


 


(i)       the
death of Executive;


 


(ii)       the
termination of Executive’s employment by the Company due to Executive’s Disability pursuant to Section 6(b) hereof;


 


(iii)       the
termination of Executive’s employment by Executive other than for Good Reason (as hereinafter defined);


 


(iv)       the
termination of Executive’s employment by the Company without Cause (termination for Cause being defined in Section 6(c) and
requiring the Notice of Termination for Cause, if applicable, as described in Section 6(c) and 6(d));


 


(v)       the
termination of Executive’s employment by the Company for Cause pursuant to Section 6(c) after providing the Notice of Termination
for Cause, if applicable, as described in Section 6(c) and Section 6(d);


 


(vi)       the
termination by Executive of Executive’s employment for Good Reason (as hereinafter defined) pursuant to Section 6(e); or


 


(vii)       the
termination of Executive’s employment upon mutual agreement in writing between the Company and Executive.


 


(b)       Disability.
For purposes of this Agreement, “Disability” means that Executive has been unable, for ninety (90) consecutive
days, or for periods aggregating one hundred and twenty (120) business days in any period of twelve consecutive months, to perform
Executive’s duties under this Agreement, as a result of physical or mental impairment, illness or injury, as determined in
good faith by the Board. A termination of Executive’s employment for Disability shall be communicated to Executive by written
notice, and shall be effective on the 10th day after sending such notice to Executive (the “Disability Effective
Date”), unless Executive returns to performance of Executive’s duties before the Disability Effective Date.


 






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(c)       Cause.
For purposes of this Agreement, the term “Cause” shall mean (i) Executive’s willful misconduct which is
demonstrably and materially injurious to the Company’s reputation, financial condition, or business relationships; (ii) the
failure of Executive to attempt in good faith to follow the legal written direction of the Board; (iii) the failure by Executive
to attempt in good faith to perform the duties required of him hereunder (other than any such failure resulting from incapacity
due to physical or mental illness) within ten (10) days after a written demand for substantial performance is delivered to Executive
by the Board which specifically identifies the manner in which it is believed that Executive has failed to attempt to perform his
duties hereunder; (iv) Executive being convicted of, indicted for, or pleading guilty or nolo contendere to, a felony or any
crime involving dishonesty, fraud or moral turpitude; (v) Executive’s dishonesty with regard to the Company or in the performance
of his duties hereunder, which in either case has a material adverse effect on the Company; (vi) Executive’s material breach
of this Agreement unless corrected by Executive within ten (10) days of the Company’s written notification to Executive of
such breach; or, (vii) Executive’s failure to comply in any material respect with the Company’s policies and/or procedures,
unless corrected by Executive within ten (10) days of the Company’s written notification to Executive of such breach.


 


(d)       Notice
of Termination for Cause. Notice of Termination for Cause shall mean a written notice to Executive that shall indicate the
specific termination provision in Section 6(c) relied upon and shall set forth in reasonable detail the facts and circumstances
which provide a basis for Termination for Cause.


 


(e)       Termination
by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment
with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s
prior written consent, of any one or more of the following: (i) a material reduction in Executive’s base salary; (ii) a material
reduction in Executive’s authority, duties or responsibilities; (iii) a relocation of Executive’s principal place of
employment with the Company (or its successor, if applicable) to a place that increases Executive’s one-way commute by more
than fifty (50) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation,
except for required travel by Executive on the Company’s business to an extent substantially consistent with Executive’s
business travel obligations prior to such relocation; or (iv) any other action or inaction that constitutes a material breach by
the Company (or its successor, if applicable) of any material provision of this Agreement.


 


No resignation for
Good Reason shall be effective unless (1) Executive provides written notice, within ninety (90) days after the first occurrence
of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting
Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from
the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably
cured within such period, Executive must resign from all positions Executive then holds with the Company (including any position
as a member of the Board) effective not later than ninety (90) days after the expiration of the cure period.


 


7.       Consequences
of Termination of Employment.


 


(a)       General.
If Executive’s employment is terminated for any reason or no reason, the Company shall pay to Executive or to Executive’s
legal representatives, if applicable: (i) any base salary earned, but unpaid; and, (ii) any unreimbursed business expenses payable
pursuant to Section 4 hereof and any accrued but unused personal time off benefits and any other payments or benefits required
by applicable law (collectively “Accrued Amounts”), which amounts shall be promptly paid in a lump sum to Executive,
or in the case of Executive’s death to Executive’s estate. Other than the Accrued Amounts, Executive or Executive’s
legal representatives shall not be entitled to any additional compensation or benefits if Executive’s employment is terminated
for any reason other than by reason of Executive’s Involuntary Termination (as defined in Section 7(b) below). If Executive’s
employment terminates due to an Involuntary Termination, Executive will be eligible to receive the additional compensation and
benefits described in Section 7(b) and 7(c), as applicable.


 






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(b)       Involuntary
Termination. If (1) Executive’s employment with the Company is terminated by the Company without Cause (and other than
as a result of Executive’s death or Disability) or (2) Executive terminates employment for Good Reason, and provided in any
case such termination constitutes a “separation from service”, as defined under Treasury Regulation Section 1.409A-1(h))
(a “Separation from Service”) (such termination described in (1) or (2), an “Involuntary Termination”),
in addition to the Accrued Amounts, Executive shall be entitled to receive the severance benefits described below in this Section
7(b), subject in all events to Executive’s compliance with Section 7(d) below:


 


(i)       Executive
shall receive continued payment of Executive’s Base Salary (as defined below) for the first twelve (12) months after the
date of such termination (the “Severance Period”), paid over the Company’s regular payroll schedule.


 


(ii)       Executive
shall receive a lump sum amount equal to Executive’s target Annual Performance Bonus for the year of termination, pro-rated
based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the
date of termination bears to 365 (the “Bonus Payment”).


 


(iii)       If
Executive is eligible for and timely elects to continue the health insurance coverage under the Company’s group health plans
under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following
Executive’s termination date, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s
eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility
for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health
insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums
shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Internal Revenue
Code of 1986, as amended and the treasury regulations thereunder (the “Code”). Notwithstanding the foregoing,
if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring
financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act),
then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums,
the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment
equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit
Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA
premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums,
and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date Executive voluntarily enrolls in
a group health insurance plan offered by another employer or entity.


 






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(c)       Involuntary
Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately
prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)) and
subject in all events to Executive’s compliance with Section 7(d) below, then Executive shall be entitled to the benefits
provided above in Section 7(b) (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(c)),
except that:


 


(i)       the
Bonus Payment shall equal Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated
target bonus; and


 


(ii)       the
vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements
shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary
Termination.


 


For the avoidance of
doubt, in no event shall Executive be entitled to benefits under both Section 7(b) and this Section 7(c). If Executive is eligible
for benefits under both Section 7(b) and this Section 7(c), Executive shall receive the benefits set forth in this Section 7(c)
and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b).


 


(d)       Conditions
and Timing for Severance Benefits. The severance benefits set forth in Section 7(b) and Section 7(c) above are expressly conditioned
upon: (i) Executive continuing to comply with Executive’s obligations under this Agreement, including Sections 8 through
11; and (ii) Executive signing and not revoking a general release of legal claims in a form similar to the form attached as Exhibit
B hereto, with such changes as are necessary for updates in applicable laws and the circumstances of Executive’s termination
(the “Release”) within the applicable deadline set forth therein and permitting the Release to become effective
in accordance with its terms, which must occur no later than the Release Deadline (as defined in Section 14 below). The salary
continuation payments described in Section 7(b) will be paid in substantially equal installments on the Company’s regular
payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided,
however, that no payments will be made prior to the effectiveness of the Release. On the effective date of the Release, the
Company will pay Executive the salary continuation payments that Executive would have received on or prior to such date in a lump
sum under the original schedule but for the delay while waiting for the effectiveness of the Release, with the balance of the payments
being paid as originally scheduled. Bonus Payments described in Section 7(b) and 7(c) will be paid in a lump sum cash payment on
the first regular payroll date of the Company following the effective date of the Release, but in no event later than March 15
of the year following the year in which Executive’s termination of employment occurred. All severance benefits described
in this Section 7 will be subject to all applicable standard required deductions and withholdings.


 






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(e)       Definitions.


 


(i)       “Base
Salary” means Executive’s annual base salary in effect immediately prior to Executive’s termination, excluding
any reduction which forms the basis for Executive’s right to resign for Good Reason.


 


(ii)       “Change
in Control” means a “Change in Control” as defined in the 2014 Omnibus Stock Ownership Plan, as amended.


 


8.       Confidential
Information. “Confidential Information” as used in this Agreement, includes non-public confidential information
provided by or on behalf of the Company to Executive, including but not limited to specialized training, products already developed
or that are under development by the Company; research and development materials, electronic databases; computer programs and technologies;
marketing and/or scientific studies and analysis; product and pricing knowledge; manufacturing methods; supplier lists and information;
any and all information concerning past, present and future customers, referral sources or vendors; contracts and licenses; management
structure, company ownership, personnel information (including the performance, skills, abilities and payment of employees); purchasing,
accounting and business systems; short and long range business planning; data regarding the Company’s past, current and future
financial performance, sales performance, and current and/or future plans to increase the Company’s market share by targeting
specific medical issues, demographic and/or geographic markets; standard operating procedures; financial information; trade secrets,
copyrights, derivative works, patents, inventions, know-how, and other intellectual property; business policies; submissions to
government or regulatory agencies and related information; methods of operation; implementation strategies; promotional information
and techniques; marketing presentations; price lists; files or other information; pricing strategies; computer files; samples;
customer originals; or any other confidential information concerning the business and affairs of the Company. The Company’s
Confidential Information is also comprised of the personal information received from third parties and/or confidential and proprietary
information regarding research, products, or clinical trials received from third parties, but only if such confidential information
is reduced to writing and marked “Confidential” by the third party. All such confidential information obtained by Executive,
whether in writing, any other tangible form of expression or disclosed orally or through visual means or otherwise, and regardless
of whether such information bears a confidential or proprietary legend, will be presumed to be Confidential Information. Executive
acknowledges that the Confidential Information is vital, valuable, sensitive, confidential and proprietary to Company and provides
Company with a competitive advantage. Executive further acknowledges that Company’s Confidential Information is dynamic,
and constantly changes in nature and/or quantity, given that Company continues to refine its Confidential Information. The obligations
specified in this Section 8 shall not apply, and Executive shall have no further obligations under this Agreement with respect
to any Confidential Information that: a) is available to the public at the time of disclosure to Executive or becomes publicly
known through no breach of the undertakings hereunder by Executive; b) becomes known to Executive through disclosure by sources
other than the Company and its Affiliates, said sources being under no obligation of confidentiality to the Company with respect
to such Confidential Information; c) is approved by the Company for release; or d) has been independently developed by Executive
without benefit of the Confidential Information and on Executive’s own time and without use of Company resources. Executive
understands and agrees that the Company may require him, as a condition to continued employment, to execute and abide by the terms
of a standard proprietary information and inventions agreement with the Company which will further set forth the terms of, and
prohibit the unauthorized use or disclosure of, the Company’s confidential and proprietary information (the “PIIA”)
and that such PIIA shall become part of this Agreement and Executive’s obligations under this Agreement.


 






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9.       Non-Competition;
Non-Solicitation, Etc.


 


(a)       Company
Promises.


 


(i)       This
Agreement is entered into pursuant to Executive’s agreement to these non-compete and non-solicitation provisions. Executive’s
agreement to the provisions in Sections 9 through 11 is a material condition of the Company’s entering into this Agreement
and continued employment of Executive.


 


(ii)       The
Company agrees to provide Executive with access to Confidential Information and in a greater quantity and/or expanded nature than
any such Confidential Information that may have already been provided to Executive and with additional opportunities to broaden
the Company’s services and develop the Company’s customers in a manner not previously available to Executive including,
but not limited to, information regarding the Company’s products and business plan; research results; information supporting
patent applications; and Company standard operating procedures related to the Company’s research and development efforts.


 


(iii)       The
Company promises that during Executive’s employment with the Company, the Company will provide Executive with the opportunity
to develop goodwill and establish rapport with the customer contacts in a greater quantity and/or expanded nature than any such
opportunities that may have already been provided to Executive.


 


(iv)       The
Company promises that Executive will continue to receive and have access to Confidential Information throughout Executive’s
employment with the Company.


 


(b)       Executive’s
Promises. In exchange for the Company’s promises listed above and all other consideration provided pursuant to this Agreement,
to which these promises are ancillary, Executive promises as follows:


 


(i)       Executive
will not, during or after Executive’s employment with the Company, use, copy, remove, disclose or disseminate to any person
or entity, the Company’s Confidential Information, except (i) as required in the course of performing Executive’s duties
with the Company, for the benefit of the Company, or (ii) when required to do so by a court of law, by any governmental agency
having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, it being understood
that Executive will promptly notify the Company of such requirement so that the Company may seek to obtain a protective order.


 


(ii)       Following
employment termination, Executive will immediately return to the Company all materials created, received or utilized in any way
in conjunction with Executive’s work performed with the Company that in any way incorporates, reflects or constitutes Company’s
Confidential Information.


 






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(iii)       Executive
acknowledges that the market for the Company’s products, services, and activities is global, and that the products, services
and/or activities can be provided anywhere in the world. Executive recognizes that the Company draws its customers and/or clients
from around the world because it will seek to file patents and run clinical trials in countries around the world, and sell its
product to consumers around the world and/or pharmaceutical companies located around the world. Moreover, Executive recognizes
that the Company’s customers may be contacted by telephone, in person, or in writing (including e-mail via the Internet).
Executive further acknowledges that due to the international scope of the Company’s customer and client base, the following
non-solicitation/non-competition restriction is necessary.


 


(iv)       Executive
agrees and acknowledges that Executive shall not provide to the Company, either directly or indirectly, access to Confidential
Information, as defined in Section 8, from or belonging to a third party that Executive was exposed to or received from said third
party prior to the execution date of this Agreement and that is the subject of any confidentiality requirement of any kind between
Executive and said third party. Company agrees that: (A) Executive shall be allowed to participate fully in the defense of any
such action against Company and in any settlement negotiations, and (B) any payment to Company by Executive under this Section
shall be only after any settlement has been consummated or judicial action has become final and non-appealable.


 


(c)       Non-Compete.
Ancillary to the consideration reflected within this Agreement, the Company and Executive agree to the following non-competition
provisions. Executive agrees that during Executive’s employment with the Company and for a period of twelve (12) months following
the termination of his employment (“Non-Compete Period”):


 


(i)       Executive
shall not, directly or indirectly, engage in or participate (including, without limitation, as an investor, officer, employee,
director, agent, or consultant (any such capacity, being a “Participant”)) in or on behalf of any entity engaging
in the “Company’s Business”, said Company’s Business being defined as: non-gene modified multi-antigen
specific T cell therapies for the treatment of hematologic malignancies and solid tumors (the “Non-Compete Obligations”),
provided, however, that nothing herein shall prevent him from investing as a less than 5% shareholder in securities of any company
listed on a national securities exchange or quoted on an automated quotation system.


 


(ii)       Geographic
Limitation. The geographic limitation for the Non-Compete Obligations is North America, Europe and Japan; and


 


(iii)       Executive
agrees that Executive’s work for any third party engaged in the Company’s Business during the Non-Compete Period inevitably
would lead to Executive’s unauthorized use of Company’s Confidential Information, even if such use is unintentional.
Because it would be impossible, as a practical matter, to monitor, restrain, or police Executive’s use of such Confidential
Information other than by Executive’s not working for such third party, and because the Company’s Business is highly
specialized, the competitors are identifiable, the market for the Company’s product, services, and activities is global,
and the Company’s customers are located throughout the world, Executive agrees that restricting such employment as set forth
in this Agreement is the narrowest way to protect Company’s legitimate business interests, and the narrowest way of enforcing
Executive’s consideration for the receipt of Company’s consideration (namely, Executive’s promise not to use
or disclose Confidential Information).


 






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(d)       Nonsolicitation
of Employees. Executive agrees that during the Non-Compete Period, Executive will not, directly or indirectly, (i) induce or
solicit any person who was an employee, consultant or independent contractor of the Company or any of its Affiliates, to terminate
such individual’s employment or service with the Company or any of its Affiliates or (ii) assist any other person or entity
in such activities.


 


(e)       Extension
of Non-Solicitation/Non-Competition and Non-Recruitment Periods. If Executive is found by a court of competent jurisdiction
to have breached any promise made in Section 9 of this Agreement, the periods specified in Section 9(c) of this Agreement shall
be extended by one month for every month in which Executive was in breach so that the Company has the full benefit of the time
period provided in Section 9(c).


 


10.       Injunction.
Executive recognizes that Executive’s services hereunder are of a special, unique, unusual, extraordinary and intellectual
character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages. Executive
acknowledges that if Executive were to leave the employ of the Company for any reason and compete, directly or indirectly, with
the Company, or solicit the Company’s employees, or use or disclose, directly or indirectly, the Company’s Confidential
Information (whether in tangible form or memorized), that such competition, solicitation, use and/or disclosure would cause the
Company irreparable harm and injury for which no adequate remedy at law exists. Executive agrees this Agreement is the narrowest
way to protect the Company’s interests. Therefore, in the event of the breach or threatened breach of any of Sections 9 through
11 of this Agreement by Executive, the Company shall be entitled to obtain injunctive relief to enjoin such breach or threatened
breach, in addition to all other remedies and alternatives that may be available at law or in equity. Executive acknowledges that
the remedies contained in this Agreement for violation of this Agreement are not the exclusive remedies that the Company may pursue.


 


11.       Inventions.


 


(a)       Inventions
Retained and Licensed. Executive has attached hereto as Exhibit A, a list describing all inventions, original works
of authorship, derivative works, developments, improvements and trade secrets that (i) were made by Executive prior to his employment
with the Company, (ii) belong to Executive, (iii) relate to the Company’s proposed business, products or research and development
and (iv) are not assigned to the Company hereunder (collectively, “Prior Inventions”); or, if no such list is
attached, Executive represents that there are no such Prior Inventions. Executive agrees that Executive will not incorporate, or
permit to be incorporated, any Prior Invention owned by Executive or in which Executive has an interest into a Company product,
process or service without the Company’s prior written consent. Nevertheless, if, in the course of Executive’s employment
with the Company, Executive incorporates into a Company product, process or service a Prior Invention owned by Executive or in
which Executive has an interest, Executive hereby grants to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable,
perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display,
import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection
with such product, process or service, and to practice any method related thereto.


 






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(b)       Assignment
of Inventions. Executive agrees that Executive will promptly make full written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all Executive’s right,
title, and interest in and to any and all inventions, original works of authorship, derivative works, developments, concepts, modifications,
improvements (including improvements to Confidential Information), designs, discoveries, ideas, know-how, trademarks, trade dress,
trade secrets or other intellectual property, whether or not patentable or registrable under copyright or similar laws, which Executive
may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice,
whether or not reduced to drawings, written descriptions, documentation or other tangible form, as applicable, during the period
of time Executive is employed by the Company (collectively, “Inventions”), except as provided in Section 11(f)
below. Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with
others) within the scope of and during the period of Executive’s employment with the Company and which are protectible by
copyright are “works made for hire” as that term is defined in the United States Copyright Act. Executive understands
and agrees that the decision whether or not to commercialize or market any Invention is within the Company’s sole discretion
and for the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts
to commercialize or market any such Invention.


 


(c)       Inventions
Assigned to the United States. Executive agrees to assign to the United States government all Executive’s right, title,
and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between
the Company and the United States or any of its agencies.


 


(d)       Maintenance
of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions during the term of
Executive’s employment with the Company. The records will be in the form of notes, sketches, drawings and any other format
that may be specified by the Board. The records will be available to and remain the Company’s sole property at all times.


 


(e)       Patent
and Copyright Registrations. Executive agrees to assist the Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s rights in any Inventions and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries, including, but not limited to, the disclosure to the Company of all
pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, declarations, assignments
and all other instruments that the Company deems necessary in order to apply for and obtain such rights and in order to assign
and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such
Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Executive further
agrees that Executive’s obligations to execute or cause to be executed, when it is in Executive’s power to do so, any
such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of Executive’s
mental or physical incapacity or for any other reason to secure Executive’s signature to apply for or to pursue any application
for any United States or foreign patents or copyright registrations covering any Inventions or original works of authorship assigned
to the Company as above, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers
and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute and
file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent
or copyright registrations thereon with the same legal force and effect as if executed by Executive.


 






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(f)       Exception
to Assignments. Executive understands that the provisions of this Agreement requiring assignment of Inventions to the Company
does not apply to any Invention that Executive has developed entirely on Executive’s own time without using the Company’s
equipment, supplies, facilities, trade secret information or Confidential Information (an “Other Invention”),
except for those Other Inventions that either (i) relate in any way at the time of conception or reduction to practice of such
Other Invention to the Company’s Business or (ii) result from any work that Executive performed for the Company. Executive
will advise the Company promptly in writing, under a confidentiality agreement, of any Invention that Executive believes constitutes
an Other Invention and is not otherwise disclosed on Exhibit A. Executive agrees that Executive will not incorporate, or
permit to be incorporated, any Other Invention owned by Executive or in which Executive has an interest into a Company product,
process or service without the Company’s prior written consent. Notwithstanding the foregoing sentence, if, in the course
of Executive’s employment with the Company, Executive incorporates into a Company product, process or service an Other Invention
owned by Executive or in which Executive has an interest, Executive hereby grants to the Company a nonexclusive, royalty-free,
fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute,
perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention
as part of or in connection with such product, process or service, and to practice any method related thereto.


 


12.       Disputes.
Any dispute or controversy between the Company and Executive, arising out of or relating to this Agreement, the breach of this
Agreement, the Company’s employment of Executive, or otherwise, shall be settled by binding arbitration conducted by and
before a single arbitrator in Houston, Texas administered by the American Arbitration Association in accordance with its Employment
Arbitration Rules (the “AAA Rules”) then in effect and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Both Employee and the Company hereby waive the right to a trial by jury or judge, or
by administrative proceeding, for any covered claim or dispute. To the extent the AAA Rules conflict with any provision or aspect
of this Agreement, this Agreement shall control. The arbitrator shall have the authority to award any remedy or relief that a court
of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party
may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy
and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is
otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder,
or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration
hereunder without the prior written consent of the Company and Executive. All claims, disputes, or causes of action under this
Agreement, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff
(or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of
any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside
over any form of representative or class proceeding. This Agreement is made under the provisions of the Federal Arbitration Act
(9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties’ intention
that both the procedural and the substantive provisions of the FAA shall apply. Questions of arbitrability (that is whether
an issue is subject to arbitration under this agreement) shall be decided by the arbitrator. Likewise, procedural questions
which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. However, where a party already
has initiated a judicial proceeding, a court may decide procedural questions that grow out of the dispute and bear on the final
disposition of the matter. Each party shall bear its or his costs and expenses in any arbitration hereunder and one-half of the
arbitrator’s fees and costs; provided, however, that the arbitrator shall have the discretion to award the prevailing party
reimbursement of its or his reasonable attorney’s fees and costs, unless such award is prohibited by applicable law. Notwithstanding
the foregoing, Executive and the Company shall each have the right to resolve any dispute or cause of action involving trade secrets,
proprietary information, or intellectual property (including, without limitation, inventions assignment rights, and rights under
patent, trademark, or copyright law) by court action instead of arbitration.


 






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13.       Notices.
All notices given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally,
(b) three business days after being mailed by first class certified mail, return receipt requested, postage prepaid, (c) one business
day after being sent by a reputable overnight delivery service, postage or delivery charges prepaid, or (d) on the date on which
a facsimile is transmitted to the parties at their respective addresses stated below. Any party may change its address for notice
and the address to which copies must be sent by giving notice of the new addresses to the other party in accordance with this Section
13, except that any such change of address notice shall not be effective unless and until received.


 


If to the Company:


 


3200 Southwest Freeway #2240

Houston, Texas 77027

Attention: Chairman of the Board of Directors


 


with a copy (which shall not constitute notice) to:


 


Mark Catchur


 


Shumaker Loop & Kendrick, LLP


Bank of America Plaza, Suite 2800


101 East Kennedy Boulevard


Tampa, Florida 33602


 


If to Executive, to Executive’s address on file with
the Company.


 


 






    13 


     


    

 


14.       Tax
Provisions.


 


(a)       Section
409A. Notwithstanding anything in this Agreement to the contrary, the following provisions apply to the extent severance benefits
provided herein are subject to the provisions of Section 409A of the Code and the regulations and other guidance thereunder and
any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive’s
Separation from Service. Each installment of severance benefits is a separate “payment” for purposes of Treasury Regulations
Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A provided
under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available
and Executive is, upon Separation from Service, a “specified employee” for purposes of Section 409A, then, solely to
the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments
shall be delayed until the earlier of (i) six (6) months and one day after Executive’s Separation from Service, or (ii) Executive’s
death. Executive shall receive severance benefits only if Executive executes and returns to the Company the Release within the
applicable time period set forth therein and permits such Release to become effective in accordance with its terms, which date
may not be later than sixty (60) days following the date of Executive’s Separation from Service (such latest permitted date,
the “Release Deadline”). If the severance benefits are not covered by one or more exemptions from the application
of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s
Separation from Service occurs, the Release will not be deemed effective any earlier than the Release Deadline. None of the severance
benefits will be paid or otherwise delivered prior to the effective date of the Release. Except to the minimum extent that payments
must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts
will be paid as soon as practicable in accordance with the schedule provided herein and in accordance with the Company’s
normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply
with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities
herein shall be interpreted accordingly.


 


(b)       Section
280G. If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment
pursuant to this Agreement or otherwise (a “Payment”) shall be equal to the Reduced Amount. The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after
reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever
amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and
local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s
receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is
determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”)
that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic
benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).


 






    14 


     


    

 


Notwithstanding the foregoing, if the Reduction
Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A
that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction
Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as
a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive
as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated
without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority,
Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before
Payments that are not deferred compensation within the meaning of Section 409A.


 


Unless Executive and the Company agree
on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day
prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations.
If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting
the change in control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations
required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to
be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations
hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen
(15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested
at that time by Executive or the Company) or such other time as requested by Executive or the Company.


 


If Executive receives a Payment for which
the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 14(b) and the Internal Revenue
Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to
the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 14(b)
so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was
determined pursuant to clause (y) in the first paragraph of this Section 14(b), Executive shall have no obligation to return any
portion of the Payment pursuant to the preceding sentence.


 


15.       Miscellaneous.


 


(a)       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference
to principles of conflict of laws.


 






    15 


     


    

 


(b)       Entire
Agreement/Amendments. This Agreement and the instruments contemplated herein contain the entire understanding of the parties
with respect to the employment of Executive by the Company from and after the Effective Date and supersede any prior agreements
or promises between the Company and Executive, except for any outstanding stock option or other equity award agreement previously
entered into between Executive and the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those expressly set forth herein and therein. This Agreement
may not be altered, modified, or amended except by written instrument signed by the parties hereto.


 


(c)       No
Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any such waiver must be in writing and signed by Executive or an authorized officer of the
Company, as the case may be.


 


(d)       Assignment.
This Agreement shall not be assignable by Executive.


 


(e)       Representation.
Executive represents that Executive’s employment by the Company and the performance by Executive of his obligations under
this Agreement do not, and shall not, breach any agreement, including, but not limited to, any agreement that obligates him to
keep in confidence any trade secrets or confidential or proprietary information of his or of any other party, to perform services
for any other party or to refrain from competing, directly or indirectly, with the business of any other party. Executive shall
not disclose to the Company or use any trade secrets or confidential or proprietary information of any other party.


 


(f)       Successors;
Binding Agreement; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the personal
or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees
of the parties hereto.


 


(g)       Withholding
Taxes. The Company shall withhold from any and all compensation, severance and other amounts payable under this Agreement such
Federal, state, local or other taxes as may be required to be withheld pursuant to any applicable law or regulation.


 


(h)       Survivorship.
The respective rights and obligations of the parties hereunder, including without limitation Sections 8 through 11 hereof, shall
survive any termination of Executive’s employment to the extent necessary to the agreed preservation of such rights and obligations.


 


(i)       Counterparts.
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


(j)       Headings.
The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.


 


Signature Page Follows


 


 




    16 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement as of the day and year first above written.


 








	 	 	By: Marker Therapeutics, Inc.	 
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/Peter Hoang	 
	 	 	Name: 	Peter Hoang	 
	 	 	Title: 	President and Chief Executive Officer	 
	 	 	 	 	 
	/s/Anthony H. Kim	 	 	 	 
	Name: Anthony H. Kim	 	 	 	 







 


 


 


Signature Page to Employment Agreement




     


     


    

EXHIBIT
A


 


INVENTIONS


 


 


 


None.


 


 


 




     


     


    

EXHIBIT B


 


RELEASE AGREEMENT


(To be signed on or after
the Separation Date)


 


1.Consideration.
I understand that my position with Marker Therapeutics, Inc. (the “Company”) will terminate or has terminated
effective ___________, 201_ (the “Separation Date”). The Company has agreed that if I timely sign, date
and return this Release Agreement (“Release”), and I do not revoke it, the Company will provide me with
certain severance benefits pursuant to the terms and conditions of that certain Employment Agreement between myself and the Company
dated _____________, 20 (the “Employment Agreement”), and any agreements incorporated therein
by reference. I understand that I am not entitled to such severance benefits unless I timely sign this Release and allow it to
become effective.


 


2.       General
Release. In exchange for the consideration to be provided to me under the Employment Agreement
that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company
and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their
respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns
(collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations,
both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released
Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company,
or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including
salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe
benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach
of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort
claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy;
and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment,
retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended),
the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as
amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the
California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). 


 


3.       Excluded
Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”):
(a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the
Company to which I am a party, the Company’s bylaws, or applicable law; (b) any rights or claims to benefits under
Company benefit plans or programs to which I have a vested or non-forfeitable right at the time of my termination; (c) any
rights or claims that I may have after termination pursuant to stock options that have vested prior to or at the time of my termination;
(d) the severance benefits described in paragraph 1; and (e) any rights which are not waivable as a matter of
law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding
before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing,
or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim,
charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any
claims I have or might have against any of the Released Parties that are not included in the Released Claims.


 






     


     


    

 


4.       ADEA
Waiver. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA (“ADEA
Waiver”). I also acknowledge that the consideration given for the ADEA Waiver is in addition to anything of value
to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(a) my ADEA Waiver does not apply to any rights or claims that arise after the date I sign this Release; (b) I should
consult with an attorney prior to signing this Release; (c) I have twenty-one (21) days to consider this Release (although
I may choose to voluntarily sign it sooner); (d) I have seven (7) days following the date I sign this Release to revoke
the ADEA Waiver; and (e) the ADEA Waiver will not be effective until the date upon which the revocation period has expired
unexercised, which will be the eighth day after I sign this Release.


 


6.       Other
Agreements and Representations. I further agree: (a) not to voluntarily (except in response to legal compulsion) assist
any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding
against the Company, its parent or subsidiary entities, investors, affiliates, officers, directors, employees or agents; (b)
to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in
connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or
against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment
by the Company; and (c) I hereby acknowledge and reaffirm my continuing obligations under the terms of my Proprietary Information
and Inventions Agreement with the Company. In addition, I hereby represent that I have been paid all wages owed and for all hours
worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA or any applicable
law or Company policy, and I am not aware of having suffered any on-the-job injury for which I have not already filed a workers’
compensation claim. The non-disparagement agreement in subsection (a) is conditioned upon the Company’s agreement, through
an authorized representative, to instruct its officers and directors not to disparage me in any manner likely to be harmful to
my business or personal reputation.


 


This Release, together with my Proprietary
Information and Inventions Agreement with the Company, constitutes the complete, final and exclusive embodiment of the entire agreement
between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company
that is not expressly stated herein. This Release may only be modified by a writing signed by both me and a duly authorized officer
of the Company.


 


 


Understood
and Agreed:


 


 








	 	 
	[Name]	 	 
	 	 	 
	Date: