Exhibit 10.2


 





AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2019,
between CELLECTAR BIOSCIENCES, INC., a Delaware corporation (the “Company”), and Jarrod Longcor
(“Executive”).


 


RECITALS


 


On July 14, 2016, the Company
and Executive entered into an Employment Agreement to document the terms and conditions of Executive's employment by the Company
and the Company and Executive now desire to enter into this Amended and Restated Employment Agreement to reflect certain changes
approved by the Company’s Board of Directors (the “Board”). The parties hereto agree as follows:


 


1.       Employment.
The Company shall continue to employ Executive, and Executive agrees to continue to be employed by the Company, upon the terms
and conditions set forth in this Agreement from the date hereof until as provided in Section 4 hereof (the “Employment
Period”).


 


 2.        Position and Duties.




 


(a)       During
the Employment Period, Executive will serve as Chief Business Officer of the Company. Executive will have the normal duties, responsibilities
and authority of his role, subject to the overall direction and authority of the Board and the Chief Executive Officer.


 


(b)       During
the Employment Period, except as otherwise determined by the Board, Executive will report to the Chief Executive Officer, and will
devote his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity)
to the business and affairs of the Company. During the Employment Period, Executive shall not serve as an officer or director of,
or otherwise perform services for compensation for, any other entity without the prior written consent of the Board (which shall
not be unreasonably withheld or delayed); provided that Executive may serve as an officer or director of or otherwise participate
in purely educational, welfare, social, religious, recreational and civic organizations so long as such activities do not interfere
with Executive's employment.


 


(c)       For
purposes of this Agreement, the term “Company” shall include all of the Company's Subsidiaries. The term “Subsidiaries”
shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect
a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly
or through one or more Subsidiaries.


 


 3.        Compensation and Benefits.




 


(a)       Compensation.


 


(i)      Base
Salary.During the Employment Period, Executive's base salary will be three hundred thirty-three thousand two hundred fifty
dollars ($333,250) per annum (as may be adjusted from time to time by the Board, the “Base Salary”), which salary
will be payable by the Company in regular installments in accordance with the Company's general payroll practices (in effect from
time to time). Executive's Base Salary for any partial year will be prorated based upon the number of days elapsed in such year.




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(ii)       Bonus.
During the Employment Period, Executive will be eligible to earn an annual bonus each calendar year under the terms and conditions
of the Company's annual incentive compensation plan for which Executive's initial target shall be thirty percent (30%) of Base
Salary. Additionally, to retain key employees by providing an incentive bonus tied to the Company’s strategic goals, the
Executive will be eligible to receive a Performance Bonus of fifteen percent (15%) of his then applicable Base Salary subject to
the achievement of a “meaningful transaction” by the Company such as licensing, partnership or acquisition term sheet,
as determined by the Compensation Committee of the Board of Directors of the Company in its sole discretion, and which shall occur
no later than July 1, 2020.


 


 (b)       Benefits.




 


(i)       During
the Employment Period, Executive will be entitled to participate in all of the Company's employee benefit programs for which senior
executive employees of the Company are generally eligible in accordance with the terms and conditions of such program s as the
same may be modified from time to time.


 


(ii)       In
addition to the benefits described in Section 3(b)(i) above, during the Employment Period, Executive will also be entitled
to the following (without duplication):


 


(A)       Vacation.
Three weeks of paid vacation each calendar year, which if not taken during any year may not be carried forward to subsequent calendar
year(s) or otherwise paid; and


 


(B)       Personal
Days. Four paid personal days each calendar year, which if not taken during any year may not be carried forward to subsequent
calendar year(s) or otherwise paid; and


 


(C)       Business
Expenses. Reimbursement for all reasonable business expenses incurred by Executive in the course of performing his duties and
responsibilities under this Agreement, and that are excludable from gross income, with respect to travel, entertainment and other
business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses.


 


(c)       Withholding.
All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by the Company.


 


4.       Termination and Obligations of the Company Upon Termination.




 


(a)       At-Will
Employment. Executive’s employment is at-will and shall be of no specific period. Executive is free to resign at
any time, for any reason or no reason, as Executive deems appropriate. Subject to this Section 4, the Company has a similar
right to terminate Executive employment at any time, with or without Cause (as defined below).


 


(b)       Death.
If Executive's employment is terminated due to Executive's death, the Company will pay to Executive's estate Executive's (i)
Base Salary through the date of termination to the extent not theretofore paid, any accrued vacation pay to the extent not
theretofore paid and any reimbursement of business expenses as described in Section 3(b)(ii)(B) above (together, the
“Accrued Obligations”) and (ii) the bonus described in Section 3(a)(ii) above for the calendar year
in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his
employment not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar
year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to
Executive's date of termination). Any such bonus amount payable under this Section 4(b) will be payable at such time
as such amount would have been payable had Executive's employment not been terminated.


 






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(c)       Disability.
If Executive's employment is terminated either by Executive or the Company due to Executive's Disability, Executive will be entitled
to receive (i) his Accrued Obligations, (ii) such benefits as are available to Executive under the Company's long-term disability
insurance plans (if any) as in effect on the date of termination, (iii) continuation of Company provided health insurance at the
Company's cost during the COBRA continuation period, and (iv) the bonus described in Section 3(a)(ii) above for the calendar
year in which such termination occurs if Executive would have otherwise been entitled to receive such bonus had his employment
not been terminated (provided that if the date of such termination occurs prior to the last day of the calendar year in respect
of which such bonus is awarded, then such bonus will be prorated upon the number of days elapsed prior to Executive's date of termination).
Any such bonus amount payable under this Section 4(c) will be payable at such time as such amount would have been payable
had Executive's employment not been terminated. “Disability” means any physical or mental condition of Executive
that (i) results in a qualification for benefits under the Company's long- term disability insurance plans (referred to above)
or (ii) in the good faith judgment of the Board, based upon the receipt of competent medical advice, results in the inability of
Executive to perform his services under this Agreement and such incapacity will likely continue for a period of at least 180 consecutive
days or at least 180 days in any 365 consecutive day period.


 


(d)       Resignation
or Termination for Cause. If Executive's employment is terminated due to Executive's resignation without Good Reason (as defined
below) or a termination by the Company for Cause, Executive will be entitled to receive his Accrued Obligations.


 


(e)       Termination
by the Company Without Cause, or by Executive for Good Reason. If Executive's employment is terminated by (i) the
Company without Cause, or (ii) by Executive for “Good Reason,” Executive will be entitled to receive (A) his
Accrued Obligations, (B) a cash severance payment equal to fifty percent (50%) of Executive's Annual Base Salary, payable in
regular installments in accordance with the Company's general payroll practices (in effect from time to time) beginning on
the first pay date following the date of termination and ending on the sixth monthly anniversary date of the first pay date; provided, however,
that if the Executive is terminated by (i) the Company without Cause, or (ii) by Executive for “Good Reason,”
within 12 months after a Change in Control, Executive will be entitled to receive an increased severance payment equal to one
hundred percent (100%) of Executive’s Annual Base Salary, payable in 12 monthly installments pursuant to the terms of
this Section 4(e)(B), (C) addition of the cost of Company-provided health insurance to each severance payment made in
accordance with Section 4(e)(B) above (for six or 12 months as applicable), and (D) the bonus described in Section
3(a)(ii) above for the calendar year in which such termination occurs if Executive would have otherwise been entitled to
receive such bonus had his employment not been terminated (provided that if the date of such termination occurs prior to the
last day of the calendar year in respect of which such bonus is awarded, then such bonus will be prorated upon the number of
days elapsed prior to Executive's date of termination). Any such bonus amount payable under this Section 4(e) will be
payable at such time as such amount would have been payable had Executive's employment not been terminated. In addition to
the foregoing, the Company shall provide to Executive, for a period of up to six (6) months following the date of termination
of employment with the Company, outplacement services, including, but not limited to: instruction and counseling to assess
and develop job goals and interviewing, networking and negotiating skills; assistance with resume preparation and
initiation of a job search; secretarial support, and the use of private offices at the outplacement firm's premises.
Executive and the Company shall agree upon the outplacement services provider, and the aggregate cost of such services under
this Section 4(e) shall not exceed Seventy Five Hundred Dollars ($7,500).


 






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As a condition to the Company's obligations
to make the payments described in this Section 4(e), the Company and Executive will execute and deliver within 30 days after
the date of termination of employment a general mutual release in the form reasonably required by the Company. Notwithstanding
anything in this Agreement to the contrary, the Company will have no obligation to pay any amounts payable under this Section
4(e) during such times as Executive is in breach of Sections 5, 6, or 7 hereof.


 


(f)       Other. Except as otherwise expressly provided herein, all of Executive's
rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after
the termination or expiration of the Employment Period shall cease upon such termination or expiration, other than those expressly
required under applicable law.


 


(g)       Definition
of “Cause.” For purposes of this Agreement, “Cause” shall mean:


 


(l)       the
commission by Executive of a (i) felony or (ii) to the extent it compromises the best interests of the Company or renders Executive
unfit or unable to perform his services and duties hereunder, any other criminal act (excluding any such acts involving the operation
of a motor vehicle);


 


(2)       the
commission by Executive of any act or any omission to act by Executive involving fraud, dishonesty or disloyalty with respect to
the Company or any of its customers or suppliers;


 


(3)       the
continued failure by Executive to perform substantially his duties to the Company (other than any such failure resulting from Executive's
Disability) after written notice thereof (specifying the particulars thereof in reasonable detail and requirements for remediation)
and a reasonable opportunity to be heard and cure such failure, if cure is possible under the circumstances, are given to Executive
by the Board (it being agreed that such opportunity to be heard and cure period shall not cumulatively exceed thirty (30) consecutive
days from the date written notice of such failure to perform is delivered by Executive); or


 


 (4)       a breach by Executive of Sections 5, 6, or 7 hereof.




 


Notwithstanding the foregoing,
immediately following a “Change in Control” of the Company, the definition of Cause shall exclude Subsection 4(g)(3)
above.


 


(h)       Definition
of Good Reason. A termination by Executive for “Good Reason” means Executive's resignation from employment
by the Company, after any of the following and not later than thirty (30) days following the expiration of the Cure Period (defined
below):


 


(1)       a
decrease of ten percent (10%) or more in Executive's Base Salary;


 


(2)       a
material diminution in Executive's authority, duties, or responsibilities;


 






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(3)       a
requirement that Executive relocate his primary office to a location more than fifty (50) miles away from the current geographic
location at which Executive performs services; or


 


(4)       any
other action or inaction that constitutes a material breach by the Company of this Agreement.


 


No occurrence shall constitute
a basis for a termination for “Good Reason” unless Executive notifies the Company, in writing, within thirty (30) days
after such occurrence that Executive considers such occurrence to be a basis for a termination with “Good Reason” and,
the Company fails to cure such occurrence within (30) days following receipt of such notice. The Company and Executive intend that
a resignation by Executive for Good Reason, as defined above, constitutes an involuntary separation from service within the meaning
of Section 409A of the Internal Revenue Code (the “Code”).


 


(i)       Definition
of Change in Control. For purposes of this Agreement, “Change in Control” shall mean (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder as then in effect) of shares representing more than 50% of the aggregate
voting power represented by the issued and outstanding capital stock of the Company entitled to vote in the election of directors,
(b) the occupation of a majority of the seats (other than vacant seats) on the Board by persons who were neither (i) nominated
by the Board; nor (ii) appointed by directors so nominated, (c) the dissolution or liquidation of the Company, (d) a reorganization,
merger, or consolidation of the Company with one or more entities as a result of which the holders of the Company's outstanding
equity securities prior to such transaction do not hold equity securities representing a majority of the voting power of the surviving
entity, or (e) the sale of all or substantially all of the Company's assets.


 


5.       Confidential
Information and Trade Secrets.


 


(a)       “Confidential
Information” means information (to the extent it is not a Trade Secret), whether oral, written, recorded, magnetically
or electronically or otherwise stored and whether originated by Executive or otherwise coming into the possession or knowledge
of Executive, which is possessed by or developed for the Company and which relates to the Company’s existing or potential
business, which information is not reasonably ascertainable by the Company’s competitors or by the general public through
lawful means, and which information the Company treats as confidential, including but not limited to information regarding the
Company’s products or services, specifications, designs, processes, business affairs, business plans, strategies, finances,
computer programs, research, customer development, planning, purchasing, finance, marketing, customer relations and customer information,
and other information received by the Company from others which the Company has an obligation to treat as confidential. “Trade
Secret” means a trade secret as that term is defined under Wis. Stat. §134.90.


 


(b)       Confidentiality
Obligations. During the Employment Period and for a period of two (2) years after the termination of Executive’s employment
with the Company, regardless of the reason for such termination, Executive shall not use or disclose any of the Company’s
Confidential Information. Additionally, during and after termination of employment with the Company, Executive shall not use or
disclose the Company’s Trade Secrets so long as they remain Trade Secrets.


 




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6.       Intellectual
Property; Inventions and Patents. Executive acknowledges and agrees that all inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to
the Company's or any of its Subsidiaries' actual or anticipated business, research and development or existing or future products
or services and which are conceived, developed or made by Executive while employed by the Company (“Work Product”)
belong to the Company or such Subsidiary. Executive will promptly disclose such Work Product to the Board and perform all actions
reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including,
without limitation, assignments, consents, powers of attorney and other instruments).


 


 7.        Noncompetition; Non-Solicitation.




 


(a)       Noncompetition.
Executive acknowledges that in the course of his employment with the Company he shall become familiar with the Company's trade
secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special
and unique value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the period of Executive's employment
with the Company and for period of twelve (12) consecutive months immediately following the date of Executive's termination of
employment by the Company (the “Noncompete Period”), he shall not, without prior written approval by the Board,
directly or indirectly participate in any country in which the Company is doing business at the time of Executive's termination
of employment with the Company in any business competing with the businesses of the Company or its Subsidiaries conducted during
the Employment Period (collectively, the “Business”), either as a partner, proprietor, shareholder, officer, director,
agent, employee, consultant or otherwise. Executive agrees and acknowledges that the potential harm to the Company of its non-enforcement
outweighs any harm to Executive of its enforcement by injunction or otherwise. Executive further acknowledges and agrees that each
and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.
Nothing herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the outstanding securities
of any publicly traded company engaged in the Business, so long as Executive has no active participation in the Business of such
company, unless otherwise approved by the Board.


 


(b)       Non-Solicitation.
During the Noncompete Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee of the Company
or any Subsidiary to leave the employ of the Company or such Subsidiary (other than through general advertisements for employment
not directed at employees of the Company or any of its Subsidiaries), (ii) solicit to hire any person who was an employee of the
Company or any Subsidiary at any time during the six (6) months preceding the termination of the Employment Period (other than
through general advertisements for employment not directed at employees of the Company or any of its Subsidiaries) or (iii) solicit
or attempt to solicit for the purpose of engaging in any business in which the Company was engaged at the time of Executive's termination
of employment and in which the Company was still engaged at the time of Executive's solicitation, any customer who was a customer
of the Company during the last twelve (12) months of Executive's employment with the Company.


 


(c)       Enforcement.
If at the time of enforcement of Sections 5, 6, or 7 of this Agreement a court holds that the restrictions
stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for the stated period, scope, or area. Because
Executive's services are unique and because Executive has access to Confidential Information and Work Product, the parties
hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a
breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other
security). In addition, in the event of an alleged breach or violation by Executive of Section 7(a) or 7(b),
the Noncompete Period will be tolled during the pendency of any proceeding (including any arbitration) over such breach or
violation, provided that such proceeding was initiated during the Noncompete Period. Executive agrees that the restrictions
contained in Sections 5, 6, and 7 are reasonable.


 



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 8.        Section 280G.




 


(a)       If
any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits
received in connection with a Change in Control or Executive's termination of employment, whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the
“280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code
and would, but for this Section 8, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise
Tax”), then prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined
below) to Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the 280G Payments
are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is
less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion
of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments
net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section
8 shall be made in a manner determined by the Company that is consistent with the requirements of Section 409A.


 


(b)       All
calculations and determinations under this Section 8 shall be made by an independent accounting firm or independent tax
counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on
the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section
8, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section
280G and Section 4999 of the Code. The Company and Executive shall furnish the Tax Counsel with such information and documents
as the Tax Counsel may reasonably request in order to make its determinations under this Section 8. The Company shall bear
all costs the Tax Counsel may reasonably incur in connection with its services.


 


 9.        Section 409A.




 


(a)       General
Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered
in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement
may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this
Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a
short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment
payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon
a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the
foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that
may be incurred by Executive on account of non-compliance with Section 409A.


 




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(b)       Specified
Employee. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection
with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning
of Section 409A and Executive is determined to be a ”specified employee” as defined in Section 409A(a)(2)(b)(i), then
such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination
Date or, if earlier, on Executive's death (the ”Specified Employee Payment Date”). The aggregate of any payments
that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the
Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original
schedule.


 


(c)       Reimbursements.
To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in
accordance with the following:


 


(i)       the
amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 


(ii)       any
reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar
year in which the expense was incurred; and


 


(iii)       any
right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


 


(d)       Tax
Gross-ups. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the
calendar year immediately following the calendar year in which Executive remits the related taxes.


 


 10.        Miscellaneous.




 


(a)       Survival. Except as otherwise provided in this
Agreement, Sections 4 through 10, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding
the expiration or termination of the Employment Period.


 


(b)       Notices.
Any notice provided for in this Agreement shall be in writing and
shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt
requested, to the recipient at the address below indicated:


 


Notices to Executive:


 


Jarrod Longcor


5 Mansfield Grove Rd
#245


East Haven, CT 06512


 






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Notices to the Company:


 


Cellectar Biosciences, Inc.





 


100 Campus Drive


Florham Park, New Jersey 07932


 


		Attention:	Board of Directors



Chief Executive Officer and Secretary


 


or such other address or
to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.
Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.


 


(c)       Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement
or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained herein.


 


(d)       Complete
Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject matter hereof in any way.


 


(e)       No
Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction shall be applied against any party.


 


(f)       Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.


 


(g)       Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company and their respective
heirs, successors and assigns, except that Executive may not assign his rights or delegate his duties or obligations hereunder
without the prior written consent of the Company.


 


The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “company”
shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.


 


(h)       Choice
of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement
and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Subject to Section 10(i) below, each party hereby expressly and irrevocably agrees that any case or controversy
related to this Agreement must be conducted in State of Delaware. Each party hereby irrevocably consents to personal
jurisdiction in such court and to accept service of process in accordance with the provisions of the laws of the State of
Delaware. Executive hereby waives any and all right to trial by jury in any action or proceeding related to this
Agreement.


 






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(i)       Dispute
Resolution. Because disputes arising in connection with complex agreements are most quickly and economically resolved by an
experienced and expert person, the parties agree that claims relating to an alleged breach of this Agreement (excluding claims
arising under Sections 5, 6, and/or 7) shall be resolved by binding arbitration with a single arbitrator before the
American Arbitration Association in Delaware, pursuant to the then-applicable rules of the American Arbitration Association. If
Executive is determined in such arbitration to be successful in asserting his rights, Executive shall be entitled to reimbursement
of all legal fees reasonably incurred in asserting Executive's rights under the Agreement.


 


(j)       Amendment
and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as
approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in
enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company's right to terminate
the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to
be an implied waiver of any provision of this Agreement.


 


(k)       Insurance.
The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance
on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination,
supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary
to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable
at rates now prevailing for healthy men of his age.


 


(l)       Executive's
Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company and its Subsidiaries in
any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third
party as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable
notice for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service
of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all
relevant documents which are or may come into Executive's possession, all at times and on schedules that are reasonably consistent
with Executive's other permitted activities and commitments).


 




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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


 


	 	CELLECTAR BIOSCIENCES, INC.
	 	 
	 	 
	 	By: _______________________________________
	 	 
	 	 
	 	Its: President and Chief Executive Officer                     
	 	 
	 	 
	 	 
	 	EXECUTIVE
	 	 
	 	 
	 	_________________________________________
	 	Jarrod Longcor


 




 



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