Blueprint



 









EXHIBIT 10.18




AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


 


This Amendment No. 1 (the
“Amendment”) dated as of January 1, 2017 to the
Employment Agreement (together with the Amendment, the
“Agreement”) dated as of November 11, 2011, by and
between TG Therapeutics, Inc., (the “Company”) and
Michael S. Weiss (“Weiss”). All capitalized terms not
otherwise defined herein shall have the meanings given to them in
the Agreement.


 


WHEREAS, Weiss has been Executive
Chairman and Interim CEO and President since the founding of the
Company;


 


WHEREAS, the Company and Weiss have
agreed to split the CEO duties from the Executive Chairman
function, which shall be provided to the Company pursuant to that
certain Strategic Advisory Agreement dated the date hereof between
an affiliated company of Weiss and the Company (the
“SAA”);

 


WHEREAS, in connection with the
execution of the SAA, Weiss has agreed to waive certain rights
under Employment Agreement and to terminate the Employment
Agreement upon the CEO and President Transition Date (as defined in
the Agreement);

 


WHEREAS, the Board deems it to be fair
to and in the best interests of Company to enter into this
Amendment in connection with the execution of the Advisory
Agreement;

 


NOW THEREFORE, in consideration of the
foregoing and of the mutual covenants hereinafter set forth, the
Amendment is hereby approved and the parties agree as
follows:

 




1.

Amendments.





 


(a)
Paragraph 1(a) of the Agreement shall be amended as
follows:


 


“...The
Executive will report to the Board and shall perform such duties as
are consistent with his position


as CEO
and President as set forth on Exhibit A (the
“Services”) Following the CEO and President
Transition


Date,
the Executive shall serve as Executive Chairman and Chairman of the
Board in accordance with the terms


of the
SAA”

 


 (b) Paragraph
2 of the Agreement shall be amended as follows:


 


Term. The Executive’s
employment under this Agreement (the “Term”) shall continue
until terminated


pursuant to Section
9 of this Agreement or upon the CEO and President Transition Date,
whichever occurs first.

 


(c)
Paragraph 5(a) of the Agreement shall be amended to
read:


 


“Base Salary. The Company
shall pay the Executive an annualized salary (the
“Base
Salary”) of One Hundred and Eighty-Seven Thousand Five
Hundred Dollars ($187,500). Payment shall be made bi-monthly in
accordance with the Company’s normal payroll practices. The
Board shall review Executive’s Base Salary annually and may
increase (but not decrease) Executive’s Base Salary from year
to year. Such adjusted salary then shall become Executive’s
Base Salary for purposes of this Agreement. Notwithstanding the
foregoing, immediately upon the CEO and President Transition Date,
Executive’s Base Salary shall automatically be terminated.
The annual review of Executive’s salary by the Board will
consider, among other things, Executive’s own performance,
and the Company’s performance.


 


(d)
Paragraph 5(d) of the Agreement shall be deleted.


 


(e)
Weiss waives any rights he might otherwise have under Paragraph 9,
to terminate the Agreement for “Good Reason” as result
of the lower salary and other modifications of the
Agreement.


 


(f) All
Restricted Stock held by Weiss at the termination of the Agreement,
shall continue to vest pursuant to their terms while the SAA is in
effect.


 


(g) All
references in the Agreement to “Executive Chairman” and
“Chairman of the Board” and related references shall be
deleted from the Agreement.



 







 






 


(h) In
connection with the execution of this Amendment, Weiss agrees to
forfeit and the Company shall cancel all outstanding unvested
grants of restricted stock held by Weiss as of the date hereof. For
the sake of clarity the table below lists all such outstanding
unvested restricted stock to be forfeited by Weiss and cancelled by
the Company.


 


 


	



Date of Grant

	



Unvested Shares Outstanding


	

May 16,
2012

	

1,125,000


	

December
28, 2012

	

400,000


	

December
28, 2012

	

86,743


	

December
30, 2013

	

491,920


	

December
30, 2014

	

268,603


	

June 4,
2015

	

337,257


	

December
31, 2015

	

672,343


	

TOTAL

	


3,381,866







 


Under
this Amendment Weiss shall be granted 418,371 shares of restricted
stock, which shall vest according to the following terms: 375,000
shares on December 1, 2018 and 43,371 shares on December 1, 2019. A
restricted stock certificate shall be issued reflecting these terms
upon the execution of this Amendment.

 




2.

Effect on the
Agreement.





 

 


(a)
Upon the effectiveness of this Amendment, each reference in the
Agreement to “this Agreement” “hereunder”,
“hereof”, “herein” or words of like import
shall mean and be a reference to the Agreement as amended
hereby.

 

 


(b)
Except as expressly amended, the Agreement and all other documents
and agreements executed and/or delivered in
connection therewith, shall remain in full force and
effect.

 

 



3.            

Governing Law.





 

 


This
Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of
the State of Delaware.

 

 



4.            

Counterparts.





 

 


This
Amendment may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of
which when taken together shall constitute one and the same
agreement.

 

 

 


IN
WITNESS WHEREOF, TG Therapeutics, Inc. and Michael S. Weiss have
executed this Amendment to the Agreement as of the date first
written above.

 

 


 



	
   
           
           
           
           
           
           
           
           
           
           
           
        TG THERAPEUTICS,
INC.

 


	
   
       


	
     
           
           
           
           
           
           
           
    By:  
/s/ Sean A. Power
                                                 
      



	
 

	
   
           
           
           
           
           
           
             
           Sean
A. Power


   
           
           
           
           
           
           
             
           Chief Financial
Officer









 



	
   
           
           
           
           
           
           
           
           
      



	
   
       


	
     
           
           
           
           
           
           
             
    By:  
/s/ Michael S. Weiss   
                                          
    



	
 

	
   
           
           
           
           
           
           
             
            
Michael S. Weiss








	
	


















 






 


 


Exhibit
A to the Amended Employment Agreement


 



CEO Services:


 




1)

Set Annual Goals
and Objectives (“G&Os”) with Board








2)

Hiring, Firing and
Managing Senior Management Personnel toward achievement of
G&Os








3)

Investor
Relations








4)

Review, approve and
execute all necessary filings and documents as a corporate
officer








5)

Any other actions
required by law to be taken by a corporate
officer