Unassociated Document


    

      Exhibit
        10.1

       

      EMPLOYMENT
        AGREEMENT

       

      [as
        amended through July 9, 2008]

       

      This
        EMPLOYMENT AGREEMENT (the "Agreement") is dated as of June 11, 2008 by and
        between ARNO
        THERAPEUTICS, INC.,
        a
        Delaware corporation with principal executive offices at 30 Two Bridges Rd.,
        Suite 270, Fairfield, NJ 07004 (the "Company"), and BRIAN
        LENZ,
        an
        individual residing at         ,
        NJ         (the
        "Executive").

       

      WHEREAS,
        the Company desires to employ Executive as Chief Financial Officer of the
        Company; and 

       

      WHEREAS,
        Executive desires to accept such employment upon the terms and conditions
        contained in this Agreement.

       

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

       

      1. Term
        of Employment.
        Subject
        to the provisions of Section 8 of this Agreement, Executive shall be employed
        by
        the Company for a period commencing on July 15, 2008 (the "Effective Date")
        and
        ending on the second anniversary of the Effective Date (the "Employment Term");
        provided,
        however,
        that
        the Employment Term shall be automatically extended for an additional one-year
        period, on an annual basis, unless the Company or Executive provides the
        other
        party with at least 90 days' prior written notice before the second anniversary
        of the Effective Date that the Employment Term shall not be so extended ("Notice
        of Non-Renewal"). 

       

      2. Position.

       

      a. Commencing
        on the date immediately following the date that the Company files with the
        Securities and Exchange Commission (“SEC”) its Quarterly Report on Form 10-Q for
        the quarter ended June 30, 2008, and thereafter during the remainder of the
        Employment Term, Executive is appointed to serve as Chief Financial Officer
        of
        the Company, and Executive accepts such appointment. In such position, Executive
        shall, subject to any limitations or other directions determined from time
        to
        time by the Board of Directors of the Company (the "Board"), which limitations
        and/or directions shall be consistent with state and federal law, have such
        duties and authority as are consistent with the position of Chief Financial
        Officer of a company of similar size and nature, including:

       

      (i) Financial
        planning, budget, forecasting and analysis processes;

       

      (ii) Contract
        review;

      


      (iii) Accounts
        receivable/payable;

      


      (iv) Developing/maintaining
        organization’s financial management policies, ensuring compliance with
        applicable law and Board policy; 

      


      (v) Reviewing
        financial statements, preparing and filing SEC filings;

      


      (vi) Present
        Company’s financials to shareholders, analysts and potential
        investors;


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (vii) Compliance
        with Sarbanes-Oxley, accounting;

      


      (viii) Managing/directing
        outside financial auditors;

      


      (ix) Managing
        Treasury functions;

      


      (x) Overseeing
        all aspects of company financial controls;

      


      and
        may
        include with the Chief Executive Officer, investor relations, directing outside
        legal counsel and preparation of materials for meetings of the Board of
        Directors. Executive shall report directly to the Chief Executive Officer.
        At no
        point, however, shall the Executive be required to undertake any actions
        at the
        direction of the Board of Directors, Chief Executive Officer, or any other
        person which the Executive reasonably believes is in violation of state and/or
        federal law.

       

      b. During
        the Employment Term, Executive shall devote his full business time and attention
        to the performance of his duties hereunder, which shall be performed primarily
        at the offices of the Company in Fairfield, New Jersey. Without the prior
        written consent of the Board, which consent may not be unreasonably withheld,
        Executive shall not engage in any other business, profession or occupation
        for
        compensation or otherwise that would conflict or interfere with the rendition
        of
        his services hereunder or adversely affect or negatively reflect upon the
        Company. 

       

      c. Due
        consideration will be given by the Board to appointing the Executive Chief
        Operating Officer of the Company in the event of outstanding performance
        by the
        Executive during the Term. 

       

      3. Base
        Salary.
        During
        the Employment Term, the Company shall pay Executive a base salary ("Base
        Salary") at an annual rate of Two Hundred Thousand Dollars ($200,000.00),
        payable in regular installments in accordance with the Company's usual payroll
        practices. The Board (or a designated committee thereof) may, in its sole
        discretion, increase such Base Salary from time to time. 

       

      4. Bonus
        Compensation.
        

       

      a. The
        Company shall pay to the Executive a one time cash payment of Twenty Five
        Thousand Dollars ($25,000.00) upon the Effective Date of this
        Agreement.

       

      b. During
        the Employment Term, Executive may earn an annual performance bonus
        ("Performance Bonus") of up to thirty percent (30%) of his Base Salary in
        respect of each twelve-month period that he is employed by the Company (or
        pro
        rata portion thereof) based upon the successful achievement of certain corporate
        and individual goals, which shall be established within thirty (30) days
        of the
        Effective Date by the Executive and the Board (or a designated committee
        thereof), and renewed annually on a calendar year basis, with the first calendar
        year being pro-rated as discussed otherwise herein, by the Executive and
        the
        Board (or a designated committee thereof). Any Performance Bonus will be
        paid to
        the Executive within thirty (30) days of the end of each calendar year during
        the Employment Term. 

       

      
        
          
          

        

        
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      5. Equity.
        

       

      a. Employment
        Options. Promptly
        following the Effective Date, the Company shall grant to Executive stock
        options
        (the "Employment Options"), pursuant to the Company's 2005 Stock Option Plan,
        to
        purchase Four Hundred Forty Thousand shares of common stock of the Company,
        par
        value $0.0001 per share (the "Common Stock"), representing two percent (2%)
        of
        the outstanding Common Stock on a fully diluted basis as of the date hereof,
        at
        an exercise price equal to the price per share of Common Stock on the
        Commencement Date as quoted on the Over the Counter Bulletin Board. Subject
        to
        the Executive’s continued employment the Employment Options shall vest and
        become exercisable, if at all, as follows:

       

      (i)
        One
        quarter of such Employment Options shall vest on the first anniversary of
        this
        Agreement; and

       

      (ii)
        thereafter the Employment Options shall vest in equal monthly installments
        on
        the last day of each month over a period of 24 months on the last business
        day
        of each month (each date on which Employment Options vest is hereinafter
        referred to as a “Vesting Date”). 

       

      b. Subject
        to earlier expiration as described in Section 8 below, the Employment Options
        shall have a ten (10) year term and shall be exercisable at an exercise price
        equal to the price per share paid by investors in the Financing. In the event of
        a Change of Control (as defined in Section 8(d)(ii) below), one-half of all
        unvested Employment Options shall vest and remain exercisable during the
        Executive’s continued employment with the Company and for a period of twelve
        (12) months thereafter, provided said continued employment is materially
        the
        same or similar to the Executive’s prior position with the Company.

       

      c. The
        parties specifically acknowledge and agree that the equity provisions of
        this
        Employment Agreement supersede any and all prior or subsequent agreements,
        including but not limited to the Stock Option Agreement, relating to grant
        of
        equity options to the Executive.  To the extent there is a disagreement of
        the terms of this Employment Agreement and a prior or subsequent Stock Option
        Agreement, including but not limited to those dealing with change of control
        and
        vesting, then the terms of this Agreement shall control

       

      6. Employee
        Benefits.
        During
        the Employment Term, Executive shall be entitled to: (a) participation in
        the
        Company's health, dental and other welfare benefit as in effect from time
        to
        time; (b) up to four (4) non-consecutive weeks of vacation per year; and
        (c)
        sick leave and holidays in accordance with the Company's policies as in effect
        from time to time (collectively, "Employee Benefits"), on a basis no less
        favorable than those benefits generally made available to other senior
        executives of the Company or, as applicable, to the Company's employees
        generally. The Company shall reimburse the Executive for the premiums
        attributable to a life insurance policy for the Executive in an amount equal
        to
        twice Executive’s then Base Salary. Executive shall be designated as a named
        insured on directors and officers’ liability insurance of the Company providing
        policy limits of not less than One Million Dollars ($1,000,000), and Executive
        shall be provided evidence of such insurance within thirty (30) days of the
        Execution Date.

       

      7. Business
        Expenses.
        During
        the Employment Term, reasonable business expenses incurred by Executive in
        the
        performance of his duties hereunder shall be reimbursed by the Company in
        accordance with the Company's policies in effect from time to time.  

       

      8. Termination.
        The
        Employment Term and Executive's employment hereunder may be terminated by
        either
        party at any time and for any reason; provided
        that
        Executive shall be required to give the Company at least sixty (60) days'
        prior
        written notice of any termination of his employment. Notwithstanding any
        other
        provision of this Agreement, the provisions of this Section 8 shall exclusively
        govern Executive's rights upon termination of employment with the
        Company.

       

      
        
          
          

        

        
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      a. By
        the
        Company For Cause or By Executive Resignation Without Good
        Reason.

       

      (i)
        The
        Employment Term and Executive's employment hereunder may be terminated by
        the
        Company for Cause (as defined below) and shall terminate automatically upon
        Executive's resignation without Good Reason (as defined in Section 8(c)(ii));
        provided
        that
        Executive shall be required to give the Company at least sixty (60) days'
        prior
        written notice of his resignation without Good Reason.

       

      (ii)
        For
        purposes of this Agreement, "Cause" shall mean: (A) Executive's willful failure
        to adequately perform material duties or obligations hereunder, or willful
        misconduct by Executive in respect of such duties or obligations,
        including, without limitation, willful
        failure, disregard or refusal by Executive to abide
        by
        specific objective and lawful directions received by him in writing constituting
        an action of the Board;
        (B)
        any
        willful, intentional or grossly negligent act by Executive having the reasonably
        foreseeable effect of actually and substantially injuring, whether financial
        or
        otherwise, the business reputation of the Company; (C)
        Executive's indictment of any felony; (D) Executive being convicted of a
        misdemeanor involving moral turpitude
        that
        causes,
        or
        could reasonably be expected to cause, substantial
        harm to
        the Company or its reputation; (E) the
        determination by the Company, after a reasonable and good-faith investigation
        by
        the Company following a written allegation by another employee of the Company,
        that Executive engaged in some form of harassment prohibited
        by law
        (including, without limitation, age, sex or race discrimination);
        provided, however, that Cause shall not exist under clause (E) unless the
        Company gives written notice to Executive where such notice describes
        with particularity the alleged act(s) at issue and has given Executive an
        opportunity to be heard at a meeting of the Board with or without counsel,
        and
the
        Board
        provides Executive with a summary of its findings; (F) any
        misappropriation or embezzlement of the property of the Company or its
        affiliates (whether or not a misdemeanor or felony) by Executive; and (G)
        a
        material breach by Executive of this Agreement, which if capable of being
        cured,
        is not cured by the Executive within thirty (30) days of written notice from
        the
        Company of the alleged breach.

       

      (iii)
        If
        Executive's employment is terminated by the Company for Cause, or if Executive
        resigns without Good Reason, Executive shall be entitled to receive: (A)
        his
        Base Salary through the date of such termination; (B) any Performance Bonus
        earned but unpaid as of the date of termination for any previously completed
        year of employment; (C) reimbursement for any unreimbursed business expenses
        properly incurred by Executive prior to the date of such termination in
        accordance with Company policy; and (D) such Employee Benefits, if any, as
        to
        which Executive may be entitled under the employee benefit plans of the Company
        for Executive (the amounts described in clauses (A) through (D) hereof being
        referred to as the "Accrued Rights"). Additionally, if Executive's employment
        is
        terminated by the Company for Cause, or if Executive resigns without Good
        Reason, then (1) all unvested Employment Options shall expire immediately,
        and
        (2) the Executive shall have a period of ninety (90) days to exercise any
        and
        all currently vested Employment Options, after which time all Employment
        Options
        shall expire. 

       

      (iv)
        Following a termination of Executive's employment by the Company for Cause
        or
        resignation by Executive without Good Reason, except as set forth in Section
        8(a)(iii), Executive shall have no further rights to any compensation or
        any
        other benefits under this Agreement.


      
        
          
          

        

        
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      b. Disability
        or Death.

       

      (i)
        The
        Employment Term and Executive's employment hereunder shall terminate
        automatically upon Executive's death and may be terminated by the Company
        if
        Executive becomes physically or mentally incapacitated and is, therefore,
        unable
        for a period of six (6) consecutive months or for an aggregate of nine (9)
        months in any twelve (12) consecutive month period to perform Executive's
        duties
        (such incapacity is hereinafter referred to as "Disability"). Any question
        as to
        the existence of the Disability of Executive as to which Executive and the
        Company cannot agree shall be determined in writing by a qualified independent
        physician, with such independent doctor being designated after agreement
        by the
        Company and the Executive, and the cost of such independent Physician shall
        be
        borne equally by the Executive and the Company. Executive hereby agrees to
        make
        himself available and to cooperate in any reasonable examination by an
        Independent Physician.

       

      (ii)
        Upon
        termination of Executive's employment hereunder for either Disability or
        death,
        Executive or Executive's estate (as the case may be) shall be entitled to
        receive: (A) the Accrued Rights; (B) a pro
        rata portion
        (based upon the ratio of (x) the number of days from the Effective Date or,
        if
        applicable, the immediately preceding Extension Date, to (y) 365) of the
        Performance Bonus, if any, that Executive would have been entitled to receive
        in
        respect of the fiscal year in which such termination occurs, payable when
        such
        Performance Bonus would have otherwise been payable had Executive's employment
        not terminated (a “Pro-Rata Bonus”); and (C)
        his
        Base Salary and Employee Benefits for a period of twelve (12) months following
        any such termination.

       

      (iii)
        Following Executive's termination of employment due to death or Disability,
        all
        unvested Employment Options scheduled to vest following the end of such
        employment year shall immediately vest and remain exercisable for a period
        of
        three hundred and sixty five (365) calendar days, after which date all
        Employment Options shall expire. 

       

      c. By
        the
        Company Without Cause or Resignation by Executive for Good
        Reason.

       

      (i)
        The
        Employment Term and Executive's employment hereunder may be terminated by
        the
        Company without Cause or by Executive's resignation for Good Reason;
provided
        that
        Executive shall be required to give the Company at least thirty (30) days'
        prior
        written notice of any resignation of his employment for Good Reason.


       

      (ii)
        For
        purposes of this Agreement, "Good Reason" shall mean: (A) following the
        effective date of his appointment as Chief Financial Officer, as described
        in
        Section 2.a., any
        material
        diminution
        by the Company of Executive’s title of Chief Financial Officer;
        (B) a
        material breach by the Company of any of the provisions contained herein,
        which,
        if capable of being cured, is not cured by the Company within ten (10) days
        after written notice thereof by Executive to the Company; and (C) the
        relocation of the company’s headquarters and/or the Executive’s place of
        employment outside of a twenty five (25) mile radius from its current location.
        

       

      (iii)
        If,
        during the first twelve (12) months of the Employment Term, the Executive's
        employment is terminated by the Company without Cause, other than by reason
        of
        death or Disability, or if Executive resigns for Good Reason, Executive shall
        be
        entitled to receive: (A) the Accrued Rights; (B) subject to Executive's
        continued compliance with the provisions of Sections 9 and 10, continued
        payment
        of his Base Salary at the rate in effect immediately prior to the date of
        such
        termination for a period of nine (9) months following such termination; (C)
        subject to Executive's continued compliance with the provisions of Sections
        9
        and 10, an amount equal to one-half of the Performance Bonus, if any, that
        the
        Executive would have earned for the year in which such termination occurs;
        (D)
        subject to Executive's continued compliance with the provisions of Sections
        9
        and 10, his Employee Benefits until the earlier to occur of (1) the date
        on
        which Executive obtains new employment, and (2) six (6) months following
        such
        termination; and (E) unvested Employment Options scheduled to vest
        following the end of such employment year shall immediately vest and remain
        exercisable for a period of twelve (12) months following such termination,
        after
        which date all Employment Options shall expire. 

       


      
        
          
          

        

        
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      (iv)
        Thereafter, if the Executive's employment is terminated by the Company without
        Cause, other than by reason of death or Disability, or if Executive resigns
        for
        Good Reason, Executive shall be entitled to receive: (A) the Accrued Rights;
        (B)
        subject to Executive's continued compliance with the provisions of Sections
        9
        and 10, continued payment of his Base Salary at the rate in effect immediately
        prior to the date of such termination for a period of twelve (12) months
        following such termination; (C) subject to Executive's continued compliance
        with
        the provisions of Sections 9 and 10, an amount equal to the Performance Bonus,
        if any, that the Executive would have earned for the year in which such
        termination occurs; (D) subject to Executive's continued compliance with
        the
        provisions of Sections 9 and 10, his Employee Benefits until the earlier
        to
        occur of (1) the date on which Executive obtains new employment, and (2)
        twelve
        (12) months following such termination; and (E) unvested Employment Options
        scheduled to vest following the end of such employment year shall immediately
        vest and remain exercisable for a period of twelve (12) months following
        such
        termination, after which date all Employment Options shall expire.

       

      (v)
        Following Executive's termination of employment by the Company without Cause
        (other than by reason of Executive's death or Disability) or by Executive's
        resignation for Good Reason, all Employment Options which were not then vested
        (or did not become vested pursuant to Section 8(c)(iii) or (iv) hereof) shall
        immediately expire and, except as set forth in this Section 8(c)(iii) or
        (iv),
        Executive shall have no further rights to any compensation or any other benefits
        under this Agreement.

       

      d. By
        the
        Company upon a Change of Control.

       

      (i)
        The
        Employment Term and Executive's employment hereunder may be terminated by
        the
        Company upon a Change of Control.

       

      (ii)
        For
        purposes of this Agreement, a “Change of Control” shall have the meaning set
        forth in the Company’s 2005 Stock Option Plan (the “Plan”), except that,
        notwithstanding the terms of the Plan, no transaction shall be considered
        a
        Change in Control under this Agreement or any related stock option agreement,
        and no Options shall vest (A) as a result of a Change of Control arising
        out of
        a private placement of equity securities of the Company for the purpose of
        financing the Company’s on-going operations; or (B) as a result of a Change of
        Control arising out of any transaction ascribing a valuation to the Company
        of
        less than One Hundred Million Dollars ($100,000,000).

       

      (iii)
        Following Executive’s termination as a result of Change of Control, Executive
        shall be entitled to receive: (A) the Accrued Rights; and, subject to
        Executive's continued compliance with the provisions of Sections 9 and 10,
        (B)
        continued payment of his Base Salary at the rate in effect immediately prior
        to
        the date of such termination for a period of 12 months following such
        termination; (C) an amount equal to the Performance Bonus, if any, that the
        Executive would have earned for the year in which such termination occurs;
        (D)
        Employee Benefits for a period of twelve (12) months following such termination;
        (E) all unvested Employment Options shall immediately vest and remain
        exercisable for a period of twelve (12) months, after which date all Employment
        Options shall expire immediately.

       

      e. Expiration
        of Employment Term.
        In the
        event either party delivers a Notice of Non-Renewal, unless Executive's
        employment is terminated prior to the expiration of the Employment Term pursuant
        to paragraphs (a), (b), (c) or (d) of this Section 8, Executive shall be
        entitled to receive the Accrued Rights. Upon non-renewal of Executive's
        employment hereunder following either party's election not to extend the
        Employment Term, (i) any unvested Employment Options shall expire, and (ii)
        any
        vested Employment Options shall remain exercisable for a period of twelve
        (12)
        from the date of termination. Further, except as set forth in this Section
        8(e),
        Executive shall have no further rights to any compensation or any other benefits
        under this Agreement. 

       

      
        
          
          

        

        
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      f. Notice
        of Termination.
        Any
        purported termination of employment by the Company or by Executive (other
        than
        due to Executive's death) shall be communicated by written notice to the
        other
        party hereto in accordance with the provisions of this Agreement ("Notice
        of
        Termination"), which notice shall indicate the specific termination provision
        in
        this Agreement relied upon and shall set forth in reasonable detail the facts
        and circumstances claimed to provide a basis for termination of employment
        under
        the provision so indicated.

       

      g. Payments
        to Executive.
        Except
        as otherwise provided herein, all payments required to be made by the Company
        to
        Executive under this Section 8 in connection with the termination of Executive's
        employment shall be payable in regular installments in accordance with the
        Company's usual payroll practices. Additionally, the obligations of the Company
        to make any payments described in Sections 8(b)(ii)(B) and (C), 8(c)(iii)(B)
        and
        (C), 8(c)(iv)(B) and (C), and 8(d)(iii)(B) and (C) and its obligations under
        Sections 8(b)(iii), 8(c)(iii)(E), 8(c)(iv)(E) and (F), and 8(d)(iii)(E) shall
        be
        subject to the execution and non-revocation by Executive of a general release
        of
        claims in a form provided by the Company and Executive's continued compliance
        with his obligations under Sections 9 and 10 hereof.

       

      9. Non-Competition
        and Non-Solicitation.

       

      a. Executive
        understands and recognizes that his services to the Company are special and
        unique and that in the course of performing such services Executive will
        have
        access to and knowledge of Confidential and Proprietary Information (as defined
        in Section 10 below) and Executive agrees that, during the Employment Term
        and
        for a period of six (6) months
        (or
        twelve (12) months if Executive's employment is terminated by the Company
        for
        Cause or by Executive without Good Reason) thereafter, he shall not in any
        manner, directly or indirectly, on behalf of himself or any natural person,
        firm, partnership, joint venture, corporation,
        limited
        liability company
        or other
        business entity ("Person"), enter into or engage in any business that is
        directly or indirectly competitive with the Company’s Business (as defined
        below), either as an individual for his own account, or as a partner, joint
        venturer, owner, executive, employee, independent contractor, principal,
        agent,
        consultant, salesperson, officer, director, member or shareholder of a Person
        in
        a business competitive with the Company within the geographic area of the
        Company's Business, which is deemed by the parties hereto to be worldwide;
        provided,
        however,
        that if
        a Person's business has multiple lines or segments, some of which are not
        competitive with the Company's Business, nothing herein shall prevent Executive
        from being employed by, working for or assisting that line or segment of
        such
        Person's business that is not competitive with the Company's Business. Executive
        acknowledges that, due to the unique nature of the Company's Business, the
        loss
        of any of its clients or business flow or the improper use of its Confidential
        and Proprietary Information could create significant instability and cause
        substantial damage to the Company and its affiliates and, therefore, the
        Company
        has a strong legitimate business interest in protecting the continuity of
        its
        business interests and the restriction herein agreed to by Executive narrowly
        and fairly serves such an important and critical business interest of the
        Company. Notwithstanding the foregoing, nothing contained in this Section
        9(a)
        shall be deemed to prohibit Executive from acquiring or holding, solely for
        investment purposes, publicly traded securities of any corporation or other
        entity, some or all of the activities of which are competitive with the business
        of the Company so long as such securities do not, in the aggregate, constitute
        more than three percent (3%) of any class or series of outstanding securities
        of
        such corporation or other entity.
        For
        purposes of this Agreement, "Company's Business" shall be the development
        of
        novel therapeutics for the treatment of cancer, which shall be specifically
        limited to the investigation, development, and/or testing of compounds developed
        by the Company during the tenure of the Executive’s.

       

      
        
          
          

        

        
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      b. During
        the Employment Term and for a period of twelve (12) months thereafter (or
        six
        (6) months in the case of clause (b)(ii)), Executive shall not, directly
        or
        indirectly, without the prior written consent of the Company: (i)
        solicit or induce any person
        who, at any time during the preceding twelve (12) months, was an employee
        of the Company or any of its subsidiaries or of
        Two
        River
        Group Holdings, LLC ("Two River") to leave the employ of the Company or such
        subsidiaries or Two River
        or hire,
        or assist any other Person in hiring, any such employee;
        or
(ii)
        solicit the business of any agent, client or customer of the Company or any
        of
        its subsidiaries with respect to products or services similar to and competitive
        with those provided or supplied by the Company or any of its
        subsidiaries.

       

      c. The
        Company and Executive mutually agree that both during the Employment Term
        and at
        all times thereafter, neither party shall directly or indirectly disparage,
        whether or not true, the name or reputation of the other party, and in the
        case
        of the Company, including any officer, director or material shareholder of
        the
        Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude
        the parties hereto or their successors from making truthful statements in
        the
        proper performance of their jobs or that are required by applicable law,
        regulation or legal process, and the parties shall not violate this provision
        in
        making truthful statements in response to disparaging statements made by
        the
        other party.

       

      d. In
        the
        event that Executive breaches any provisions of this Section 9 or Section
        10,
        then, in addition to any other rights that the Company may have, the Company
        shall be entitled,
        upon entry of an appropriate order by a Court of competent jurisdiction,
        to
        cease making any payments to Executive under Section 8 hereof, cancel any
        options that vested under Section 8 hereof, recover any amounts paid under
        Section 8 hereof (including amounts received by Executive in respect of any
        options that became vested under Section 8) other than payments in respect
        of
        the Accrued Rights and
        seek
        injunctive relief to enforce the restrictions contained in such Sections,
        which
        injunctive relief shall be in addition to any rights or remedies available
        to
        the Company under the law or in equity.  The
        Executive’s agreement to the terms and conditions contained in this section
        shall in no way be considered his consent to the entry of such relief, and
        the
        Executive and the Company agree that no such relief will be sought until
        notice
        is given to the Executive and a fourteen (14) day period in which the Executive
        has to cure the alleged violation lapses.

       

      e. The
        rights and remedies enumerated in Section 9(d) shall be independent of, and
        shall be in addition to and not in lieu of, any other rights and remedies
        available to the Company at law or in equity. If any of the covenants contained
        in this Section 9, or any part of any of them, is hereafter construed or
        adjudicated to be invalid or unenforceable, the same shall not affect the
        remainder of the covenant or covenants or rights or remedies, which shall
        be
        given full effect without regard to the invalid portions. If any of the
        covenants contained in this Section 9 is held to be invalid or unenforceable
        because of the duration of such provision or the area covered thereby, the
        parties agree that the court making such determination shall have the power
        to
        reduce the duration and/or area of such provision and in its reduced form
        such
        provision shall then be enforceable. No such holding of invalidity or
        unenforceability in one jurisdiction shall bar or in any way affect the
        Company's right to the relief provided in this Section 9 or otherwise in
        the
        courts of any other state or jurisdiction within the geographical scope of
        such
        covenants as to breaches of such covenants in such other respective states
        or
        jurisdictions, such covenants being, for this purpose, severable into diverse
        and independent covenants.

       

      f. The
        provisions of this Section 9 shall survive the termination of Executive's
        employment for any reason.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      10. Confidential
        Information and Inventions.

       

      a. Executive
        recognizes and acknowledges that in the course of his duties he is likely
        to
        receive confidential or proprietary information owned by the Company, its
        affiliates or third parties with whom the Company or any such affiliates
        has an
        obligation of confidentiality. Accordingly, during and after the Employment
        Term, Executive agrees to keep confidential and not disclose or make accessible
        to any other Person or use for any other purpose other than in connection
        with
        the fulfillment of his duties under this Agreement, any Confidential and
        Proprietary Information owned by, or received by or on behalf of, the Company
        or
        any of its affiliates. "Confidential and Proprietary Information" shall include,
        but shall not be limited to, confidential or proprietary scientific or technical
        information, data, formulas and related concepts, business plans (both current
        and under development), client lists, promotion and marketing programs, trade
        secrets, or any other confidential or proprietary business information relating
        to development programs, costs, revenues, marketing, investments, sales
        activities, promotions, credit and financial data, manufacturing processes,
        financing methods, plans or the business and affairs of the Company or of
        any
        affiliate or client of the Company. Executive expressly acknowledges the
        trade
        secret status of the Confidential and Proprietary Information and that the
        Confidential and Proprietary Information constitutes a protectable business
        interest of the Company. Executive agrees not to: (i)
        use
        any such Confidential and Proprietary Information for strictly personal use
        or
        for others; and (ii)
        permanently remove any Company material or reproductions (including, but
        not
        limited to, writings, correspondence, notes, drafts, records, invoices,
        technical and business policies, computer programs or disks) thereof from
        the
        Company's offices at any time during his employment by the Company, except
        as
        required in the execution of his duties to the Company; provided,
        however,
        that
        Executive shall not be prevented from using or disclosing any Confidential
        and
        Proprietary Information: (A)
        that
        Executive can demonstrate was known to him prior to the effective date of
        this
        agreement; (B)
        that
        is now, or becomes in the future, available to persons who are not legally
        required to treat such information as confidential unless such persons acquired
        the Confidential and Proprietary Information through acts or omissions of
        Executive; or (C)
        that
        he is compelled to disclose pursuant to the order of a court or other
        governmental or legal body having jurisdiction over such matter; provided
        that
        Executive shall give prompt written notice to the Company of such requirement,
        disclose no more information than is so required, and cooperate with any
        attempts by the Company to obtain a protective order or similar
        treatment.

       

      b. Except
        with prior written authorization by the Company, Executive agrees not to
        disclose or publish any of the Confidential and Proprietary Information,
        or any
        confidential, scientific, technical or business information of any other
        party
        to whom the Company or any of its affiliates owes a legal duty of confidence,
        at
        any time during or after his employment with the Company.

       

      c. If
        Executive creates, invents, designs, develops, contributes to or improves
        any
        works of authorship, inventions, intellectual property, materials documents
        or
        other work product relating to the Company's Business ("Inventions") either
        alone or with third parties, at any time during Executive's employment by
        the
        Company and within the scope of such employment and/or with the use of any
        Company resources, Executive shall promptly and fully disclose same to the
        Company and hereby irrevocably assigns, transfers and conveys, to the maximum
        extent permitted by applicable law, all rights and intellectual property
        rights
        therein (including rights under patent, industrial property, copyright,
        trademark, trade secret, unfair competition and related laws) to the Company
        to
        the extent ownership of any such rights does not vest originally in the Company.
        The Company shall be the sole owner of all patents, copyrights, trade secret
        rights, and other intellectual property or other rights in connection therewith.
        Executive agrees that all Inventions, to the extent permitted by law, shall
        be
        "works made for hire" as that term is defined in the United States Copyright
        Act
        (17 U.S.C.A., Section 101). Executive further agrees to assist the Company
        (at
        the Company's expense but without further remuneration) to obtain and from
        time
        to time enforce, protect, record or register patents, copyrights or other
        rights
        on such Inventions in any and all countries, and to that end Executive shall
        execute all documents necessary to: (i)
        apply
        for, obtain and vest in the name of the Company alone (unless the Company
        otherwise directs) letters patent, copyrights or other analogous protection
        in
        any country throughout the world and when so obtained or vested to renew
        and
        restore the same; and (ii)
        defend any opposition proceedings in respect of such applications and any
        opposition proceedings or petitions or applications for revocation of such
        letters patent, copyright or other analogous protection. If the Company is
        unable for any other reason to secure Executive's signature on any document
        for
        this purpose, 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
        any
        documents and to do all other lawfully permitted acts in connection with
        the
        foregoing


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      d. Executive
        acknowledges that while performing the services under this Agreement Executive
        may locate, identify and/or evaluate patented or patentable inventions having
        commercial potential in the fields of pharmacy, pharmaceutical, biotechnology,
        healthcare, technology and other fields which may be of potential interest
        to
        the Company or one of its affiliates ("Third Party Inventions"). Executive
        understands, acknowledges and agrees that all rights to, interests in or
        opportunities regarding, all Third-Party Inventions identified by the Company,
        any of its affiliates or either of the foregoing persons' officers, directors,
        employees (including Executive), agents or consultants during the Employment
        Term shall be and remain the sole and exclusive property of the Company or
        such
        affiliate and Executive shall have no rights whatsoever to such Third-Party
        Inventions and will not pursue for himself or for others any transaction
        relating to Third-Party Inventions that is not on behalf of the
        Company.

       

      e. Upon
        termination of Executive's employment with the Company for any reason, Executive
        shall: (i) cease and not thereafter commence use of any Confidential and
        Proprietary Information, Inventions, Third Party Inventions or other
        intellectual property owned or used by the Company, its subsidiaries or
        affiliates (including, without limitation, any trade secret, trademark, trade
        name, logo, domain name or other source indicator); (ii) immediately destroy,
        delete, or return to the Company, at the Company's option, all originals
        and
        copies in any form or medium (including memoranda, books, papers, plans,
        computer files, letters and other data) in Executive's possession or control
        (including any of the foregoing stored or located in Executive's office,
        home,
        laptop or other computer, whether or not Company property) that contain
        Confidential and Proprietary Information or otherwise relate to the Company's
        Business and the business of its affiliates and subsidiaries, except that
        Executive may retain only those portions of any personal notes, notebooks
        and
        diaries that do not contain any Confidential and Proprietary Information;
        and
        (iii) notify and fully cooperate with the Company regarding the delivery
        or
        destruction of any other Confidential and Proprietary Information of which
        Executive is or becomes aware.

       

      f. Executive
        shall not improperly use for the benefit of, bring to any premises of, divulge,
        disclose, communicate, reveal, transfer or provide access to, or share with
        the
        Company any confidential, proprietary or non-public information or intellectual
        property relating to, a former employer or other third party without the
        prior
        written permission of such third party. Executive hereby indemnifies, holds
        harmless and agrees to defend the Company and its officers, directors, partners,
        employees, agents and representatives from any breach of the foregoing covenant.
        Executive shall comply with all relevant policies and guidelines of the Company,
        including regarding the protection of confidential information and intellectual
        property and potential conflicts of interest. Executive acknowledges that
        the
        Company may amend any such policies and guidelines from time to time, and
        that
        Executive remains at all times bound by their most current version.

       

      g. The
        provisions of this Section 10 shall survive the termination of Executive's
        employment for any reason.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      11. Specific
        Performance.
        Executive acknowledges and agrees that the Company's remedies at law for
        a
        breach of any of the provisions of Section 9 or Section 10 may be
        inadequate and the Company may suffer irreparable damages as a result of
        such
        breach.  In recognition of this fact, Executive agrees that, in the event
        of such a breach, in addition to any remedies at law or under this Agreement,
        the Company, without posting any bond, shall be entitled to cease making
        any
        payments or providing any benefit otherwise required by this Agreement and
        seek
        equitable relief in the form of specific performance, temporary restraining
        order, temporary or permanent injunction or any other equitable remedy which
        may
        then be available.  The
        Executive’s agreement to the terms and conditions contained in this section
        shall in no way be considered his consent to the entry of such relief, and
        the
        Executive and the Company agree that no such relief will be sought until
        notice
        is given to the Executive and a fourteen (14) day period in which the Executive
        has to cure the alleged violation lapses.

       

      12. Representations.
        Executive
        hereby represents and warrants to the Company as follows:

       

      a. Neither
        the execution nor delivery of this Agreement nor the performance by Executive
        of
        his duties and other obligations hereunder violate or will violate any
        statute
        or law or conflict with or constitute a default or breach of any covenant
        or
        obligation, including without limitation any non-competition restrictions,
        to
        any
        prior employer under
        (whether immediately, upon the giving of notice or lapse of time or both)
        any
        prior employment agreement, contract, or other instrument to which Executive
        is
        a party or by which he is bound,
        or
        under applicable law.

       

      b. Executive
        has the full right, power and legal capacity to enter and deliver this Agreement
        and to perform his duties and other obligations hereunder. This Agreement
        constitutes the legal, valid and binding obligation of Executive enforceable
        against him in accordance with its terms. No approvals or consents of any
        persons or entities are required for Executive to execute and deliver this
        Agreement or perform his duties and other obligations hereunder. 

       

      c. Executive
        has not taken or retained (and will not take or retain) any documents or
        files,
        whether in hard copy or electronic form, which were created, collected or
        received by Executive in connection with any prior employment, except for
        documents and files relating solely to Executive’s compensation. 

       

      13. Miscellaneous.

       

      a. Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New Jersey, without regard to the conflicts of laws principles
        thereof.

       

      b. Arbitration.
        Any
        dispute arising out of, or relating to, this Agreement or the breach thereof
        (other than Sections 9 or 10 hereof), or regarding the interpretation thereof,
        shall be exclusively decided by binding arbitration conducted in New
        Jersey
        in
        accordance with the rules of the American Arbitration Association (the "AAA")
        then in effect before a single arbitrator appointed in accordance with such
        rules. Judgment upon any award rendered therein may be entered and enforcement
        obtained thereon in any court having jurisdiction. The arbitrator shall have
        authority to grant any form of appropriate relief, whether legal or equitable
        in
        nature, including specific performance. Each of the parties agrees that service
        of process in such arbitration proceedings shall be satisfactorily made upon
        it
        if sent by registered mail addressed to it at the address referred to in
        clause
        (h) below. The
        costs
        of such arbitration shall be borne by the Company. In the event Executive
        prevails at arbitration, he shall be entitled to payment of reasonable
        attorney’s fees in addition to all other relief awarded by the arbitrator.
        Judgment on the arbitration award may be entered by any court of competent
        jurisdiction.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      c. Entire
        Agreement/Amendments.
        This
        Agreement contains the entire understanding of the parties with respect to
        the
        employment of Executive by 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.
        This
        Agreement may not be altered, modified or amended except by written instrument
        signed by the parties hereto.

       

      d. 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.

       

      e. Severability.
        In the
        event that any one or more of the provisions of this Agreement shall be or
        become invalid, illegal or unenforceable in any respect, the validity, legality
        and enforceability of the remaining pro-visions of this Agreement shall not
        be
        affected thereby.

       

      f. Assignment.
        This
        Agreement, and all of Executive's rights and duties hereunder, shall not
        be
        assignable or delegable by Executive or the Company, except as set forth
        below.
        Any purported assignment or delegation by Executive in violation of the
        foregoing shall be null and void ab
        initio
        and of
        no force and effect. This Agreement may be assigned by the Company only to
        a
        Person which is a successor in interest to substantially all of the business
        operations of the Company. Upon such assignment, the rights and obligations
        of
        the Company hereunder shall become the rights and obligations of such successor
        Person.

       

      g. Successors;
        Binding Agreement.
        This
        Agreement shall inure to the benefit of and be binding upon personal or legal
        representatives, executors, administra-tors, successors, heirs, distributees,
        devisees and legatees.

       

      h. Notice.
        For the
        purpose of this Agreement, notices and all other communications provided
        for in
        the Agreement shall be in writing and shall be deemed to have been duly given
        when delivered by hand or overnight courier or three days after it has been
        mailed by United States registered mail, return receipt requested, postage
        prepaid, addressed to the respective addresses set forth below in this
        Agreement, or to such other address as either party may have furnished to
        the
        other in writing in accordance herewith, except that notice of change of
        address
        shall be effective only upon receipt.

       

      If
        to the
        Company:

      


      Arno
        Therapeutics, Inc.

      30
        Two
        Bridges Rd., Suite 270

      Fairfield,
        NJ 07004

      


      If
        to
        Executive:

       

      To
        the
        most recent address of Executive set forth in the personnel records of the
        Company, with a copy to Matthew F. Richter, Esq., Midlige Richter, L.L.C.,
        645
        Martinsville Road, Basking Ridge, NJ 07920

       

      i. Cooperation.
        After
        the termination of the Employment Term, Executive shall cooperate with the
        Company in connection with any action or proceeding (or any appeal from any
        action or proceeding) that relates to events occurring during Executive's
        employment hereunder, but shall be done to the extent reasonably possible
        in a
        manner as to reduce interference in Executive's new position after his
        employment hereunder ends. The Company shall reimburse Executive for any
        reasonable out of pocket expenses he incurs in connection with such cooperation.
        This provision shall survive any termination of this Agreement. 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      j. Withholding
        Taxes.
        The
        Company may withhold from any amounts payable under this Agreement such federal,
        state and local taxes as may be required to be withheld pursuant to any
        applicable law or regulation.

       

      k. Counterparts.
        This
        Agreement may be signed in any number of counterparts, each of which shall
        constitute an original, but all of which together shall constitute one and
        the
        same instrument.

       

      


       

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

       

       

      
        	
                ARNO
                  THERAPEUTICS, INC.

              
	
                By: /s/
                  Scott Z. Fields     

                Name:
                  Scott Z. Fields, M.D.

                Title: President
                  & Chief Medical Officer

              
	
                 

                 

                 

                EXECUTIVE:

              
	
                 

                /s/
                  Brian Lenz      

                Mr.
                  Brian Lenz

              


      

       

      
        
          
          

        

        
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