Blueprint





 





 



EXECUTIVE EMPLOYMENT AGREEMENT

 


 

 


This Executive Employment Agreement (the
"Agreement")
is entered into as of January 1, 2017,
by and between Chandler D. Robinson ("Executive")
and Monopar Therapeutics Inc.
(the "Company").


 


Whereas, the Company desires to employ Executive as its
Chief Executive Officer effective as of January 1, 2017 (the
"Effective
Date"),
and Executive desires to serve in such
capacity, pursuant to the terms and conditions set forth in this
Agreement; and

 


 


Now, Therefore,
in consideration of the mutual
promises and covenants contained herein, it is hereby agreed by and
between the parties hereto as follows:

 


 

 


ARTICLE I

 



DEFINITIONS

 


 


For
purposes of the Agreement, the following terms are defined as
follows:

 


 

 


1.1. "Board" means the Board of Directors of the
Company.

 


 

1.2. 
"Cause"
means any of the following events
described below:

 

 


   (a) Executive's
conviction of a felony or other crime involving moral
turpitude;

 


 


   (b) any
willful act or acts of dishonesty undertaken by Executive and
intended to result in substantial gain or personal enrichment of
Executive, Executive's family or any third party at the expense of
the Company;

 


 


   (c) any
willful act of gross misconduct which is materially and
demonstrably injurious to the Company; and/or

 


 


   (d) Executive's
inability under applicable law to continue to work lawfully in the
United States.

 


 


For the purpose of this Agreement, no act, or
failure to act, by Executive shall be considered
"willful" if done, or omitted to be done, by him in good
faith and in the reasonable belief that his act or omission was in
the best interest of the Company and/or required by applicable
law.

 


 


1.3. "Change in Control"
means the occurrence of any of the
following events: (i) any sale or exchange of the capital stock by
the stockholders of the Company in one transaction or series of
related transactions where more than fifty percent (50%) of the
outstanding




 








 





 


voting
power of the Company is acquired by a person or entity or group of
related persons or entities; or (ii) any reorganization,
consolidation or merger of the Company where the outstanding voting
securities of the Company immediately before the transaction
represent or are converted into less than fifty percent (50%) of
the outstanding voting power of the surviving entity (or its parent
corporation) immediately after the transaction; or (iii) the
consummation of any transaction or series of related transactions
that results in the sale of all or substantially all of the assets
of the Company; or (iv) any "person" or "group" (as defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
becoming the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly of securities representing
more than fifty percent (50%) of the voting power of the Company
then outstanding. Except that any change in the beneficial
ownership of the securities of the Company as a result of a private
financing of the Company that is approved by the Board, shall not
be deemed to be a Change in Control.


 

1.4.    
"Change
in Control
Multiple" shall mean one and a
half (1.5).

 


 


1.5. "Change in Control
Period" means that period
commencing on the consummation of a Change in Control and ending on
the first anniversary thereof.

 


 


1.6. "COBRA" means the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended.

 


 

1.7.    
"Code"
means the Internal Revenue Code of
1986, as amended.

 


 

1.8.    
"Company"
means Monopar Therapeutics
Inc. or any successor thereto.




 


 1.9. "Confidential Disclosure
Agreement" means the
Confidential Disclosure Agreement entered into between Executive
and the Company.

 


 

 

1.10.  
"Covered
Termination" means (a) an
Involuntary Termination Without Cause or (b)
a voluntary termination for Good Reason, provided that the
termination constitutes a Separation from Service.

 


 


1.11. "Good Reason"
means Executive's resignation as a
result of a Good Reason Condition. In order to resign for Good
Reason, Executive must provide written notice to the Company of the
existence of the Good Reason Condition within thirty (30) days of
the initial existence of such Good Reason Condition. Upon receipt
of such notice of the Good Reason Condition, the Company will be
provided with a period of thirty (30) days during which it may
remedy the Good Reason Condition and not be required to provide for
the payments and benefits described in Section 4 as a result of
such proposed resignation due to the Good Reason Condition
specified in the notice. If the Good Reason Condition is not
remedied within the period specified in the preceding sentence,
Executive may resign for Good Reason based on the Good Reason
Condition specified in the notice, provided
that




 








 





 


such
resignation must occur within sixty (60) days after the initial
existence of such Good Reason Condition.

 


 

 


1.12. "Good Reason Condition"
means that any of the following are
undertaken without Executive's express written
consent:

 


 

   
(a)     a material reduction in Executive's Base
Salary;

 


 

   
(b)    a material diminution in Executive's
responsibilities;

 


 

   
(c)    the Company's material breach of any material
term of this Agreement; or

 


 


   (d) a
requirement that Executive relocate to an office that would
increase Executive's one-way commute distance by more than fifty
(50) miles based on Executive's primary residence at the time such
relocation is announced.

 


 


1.13. "Involuntary Termination
Without Cause" means
Executive's dismissal or discharge by the Company other than for
Cause. The termination of Executive's employment as a result of
Executive's death or inability to perform the essential functions
of his job due to disability will not be deemed to be an
Involuntary Termination Without Cause.

 


 


1.14. "Separation from Service"
means Executive's termination of
employment or service where such termination of employment or
service constitutes a "separation from service" within the meaning
of Treasury Regulation Section l.409A-l(h).

 


 


ARTICLE II

 



EMPLOYMENT BY THE COMPANY

 


 


2.1. Position and Duties.
Subject to terms set forth herein, as
of the Effective Date, Executive shall serve as the Company's Chief
Executive Officer and perform such duties as are customarily
associated with the position of Chief Executive Officer and such
other duties as are assigned to Executive by the Board. During the
term of Executive's employment with the Company, Executive will
devote Executive's best efforts and substantially all of
Executive's business time and attention (except for vacation
periods and reasonable periods of illness or other incapacities
permitted by the Company's general employment policies, if any, or
as otherwise set forth in this Agreement) to the business of the
Company.

 


 


2.2. Employment at Will.
Both the Company and Executive shall
have the right to terminate Executive's employment with the Company
at any time, with or without Cause, and without prior notice. If
Executive's employment with the Company is terminated, Executive
will be eligible to receive severance benefits to the extent
provided in this




 








 






 


 

 


Agreement.

 





      2.3. Employment Policies.
The employment relationship between
the parties shall also be governed by the general employment
policies and practices of the Company, if any, including those
relating to protection of confidential information and assignment
of inventions, except that when the terms of this Agreement differ
from or are in conflict with the Company's general employment
policies or practices, this Agreement shall
control.

 


 


ARTICLE ID



COMPENSATION

 


 

     
3.1. Base Salary.
As of the Effective Date, Executive
shall receive for services to be rendered hereunder an annual base
salary of $300,000 ("Base Salary"),
payable on the regular payroll dates
of the Company, subject to increase in the sole discretion of the
Board.

 


 

    
3.2. Annual Bonus.
Executive is subject to an annual
bonus at the discretion of the Board.

 


 

 

    
3.3. Standard Company
Benefits. Executive shall be
entitled to all rights and benefits for which Executive is eligible
under the terms and conditions of the standard Company benefits and
compensation practices, if any, that may be in effect from time to
time and are provided by the Company to its executive employees
generally. Executive shall be entitled each year to four (4)
weeks leave for vacation at full pay, provided, that the maximum
amount Executive may have accrued at any point in time is four (4)
weeks (meaning that once Executive has accrued four (4)
weeks, Executive
will not accrue any additional
vacation time until he takes vacation and falls below the four (4)
week accrual cap). Executive shall also be entitled to reasonable
holidays and illness days with full pay in accordance with the
policies applicable to the Company and its affiliates, if any, from
time to time in effect. Employee acknowledges and agrees that in
order to maintain flexibility, the Company and its affiliates have
the right to amend or terminate any employee benefit plan at any
time. Until the Company obtains both retirement and healthcare
benefits for eligible employees, Executive shall be entitled to an additional cash payment of
at least


$6,250 per month or such greater amount as
determined by the Board; reduced, however, for any given month by
any employer contributions made for that month by the company to a
qualified retirement plan/account established by the company
for Executive.

 


 

    
3.4. Stock Options.
Subject to approval by the
Board, Executive
may be granted options to purchase
shares of the Company's common stock with an exercise price per
share as determined by the Compensation Committee or similar
function of the Board.


 

    
3.5. Expenses. The Company will reimburse Executive for
all reasonable and necessary expenses incurred by
Employee in connection with the Company's business,
provided at such expenses incurred and are properly
documented and accounted for m accordance with




 








 





 


the
policy of the Company and requirements of the Internal Revenue
Service.


 

 


 


ARTICLE IV



SEVERANCE AND CHANGE IN CONTROL BENEFITS

 


 


    4.1. Severance Benefits.
Upon Executive's termination of
employment, Executive shall receive any accrued but unpaid Base
Salary and other accrued and unpaid compensation, including any
Annual Bonus that has been earned with respect to a prior year, but
remains unpaid as of the date of the termination. If the
termination is due to a Covered Termination or permanent
disability, provided that Executive first returns all Company
property in his possession and, within sixty (60) days following
the Covered Termination, executes and does not revoke an effective
general release of all claims against the Company and its
affiliates in a form reasonably acceptable to the Company and
Executive (a
"Release of
Claims"), Executive shall also
be entitled to receive the following severance benefits described
in this Section 4.1.

 


 


    (a) Covered Termination Not Related
to a Change in Control. If
Executive's employment terminates due to a Covered Termination
which occurs outside of a Change in Control Period, Executive shall
receive the following:

 


 

 


    (i) An amount equal to twelve (12) months of
Executive's Base Salary payable in substantially equal installments
in accordance with the Company's normal payroll policies, if any,
less applicable withholdings, with such installments to commence as
soon as administratively practicable following the date the Release
of Claims is
not subject to revocation and, in any
event, within sixty (60) days following the date of the Covered
Termination.

 


 


    (ii) If Executive elects to receive continued
healthcare coverage pursuant to the provisions of COBRA, the
Company shall directly pay, or reimburse Executive for, the premium
for Executive and Executive's covered dependents through the
earlier of (i) the first anniversary of the date of Executive's
termination of employment and (ii) the date Executive and
Executive's covered dependents, if any, become eligible for
healthcare coverage under another employer's
plan(s). Notwithstanding the foregoing, (i) if any plan
pursuant to which such benefits are provided is not, or ceases
prior to the expiration of the period of continuation coverage to
be, exempt from the application of Section 409A of the Code under
Treasury Regulation Section 1.409A-l(a)(5), or (ii) the Company is
otherwise unable to continue to cover Executive under its group
health plans without penalty under applicable law (including
without limitation, Section 2716 of the Public Health Service Act),
then, in either case, an amount equal to each remaining Company
subsidy shall thereafter be paid to Executive in substantially
equal monthly installments. After the Company ceases to pay
premiums pursuant to this Section 4.l(a)(ii), Executive may, if
eligible, elect to continue healthcare coverage at Executive's
expense in accordance with the




 








 





 


provisions
of COBRA.

 


 


    (iii) All
of Employee's vested options or stock appreciation rights with
respect to the Company's common stock shall remain exercisable
until the first anniversary of Executive's termination of
employment (or, if earlier, the maximum period specified in the
award documents and plans governing such options or stock
appreciation rights, as applicable, assuming Executive's employment
had not terminated).

 


 


    (b) Covered Termination Related to
a Change in Control. If
Executive's employment terminates due to a Covered Termination that
occurs during a Change in Control Period, Executive shall receive
the following:

 


 

   
(i) Executive shall be entitled to receive an amount
equal to the Change in Control Multiplier multiplied by the sum of:
(i) Executive's Base Salary and (ii) Executive's target Annual
Bonus for the fiscal year of Executive's termination, in each case,
at the rate equal to the higher of (x) the rate in effect
immediately prior to Executive's termination of employment or (y)
the rate in effect immediately prior to the Change
in Control payable in a cash lump sum, less
applicable withholdings, as soon as administratively practicable
following the date the Release of Claims is not subject to
revocation and, in any event, within sixty (60) days following the
date of the Covered Termination.

 


 

 

   
(ii) If Executive elects to receive continued
healthcare coverage pursuant to the provisions of COBRA, the
Company shall directly pay, or reimburse Executive for, the premium
for Executive and Executive's covered dependents through the
earlier of (i) the date that is that number of years equal to the
Change in Control Multiplier following the date of Executive's
termination of employment and (ii) the date Executive and
Executive's covered dependents, if any, become eligible for
healthcare coverage under another employer's plan(s).
Notwithstanding the foregoing, (i) if any plan pursuant to which
such benefits are provided is not, or ceases prior to the
expiration of the period of continuation coverage to be, exempt
from the application of Section 409A of the Code under Treasury
Regulation Section l.409A-l(a)(5), or (ii) the Company is otherwise
unable to continue to cover Executive under its group health plans
without penalty under applicable law (including without
limitation, Section 2716 of the Public Health Service Act),
then, in either case, an amount equal to each remaining Company
subsidy shall thereafter be paid to Executive in substantially
equal monthly installments. After the Company ceases to pay
premiums pursuant to this Section 4.l(b)(ii), Executive may, if
eligible, elect to continue healthcare coverage at Executive's
expense in accordance with the provisions of
COBRA.

 


 

   
(iii) Each
outstanding equity award, including, without limitation, each stock
option and restricted stock award, held by Executive shall
automatically become vested and, if applicable, exercisable and any
forfeiture restrictions or rights of repurchase thereon shall
immediately lapse, in each case, with respect to one hundred
percent (100%) of the shares subject thereto. To the extent vested
after giving effect to the acceleration provided in
the




 








 





 


preceding
sentence, each stock option held by Executive shall remain
exercisable until the earlier of the original expiration date for
such stock option or the second anniversary of Executive's Covered
Termination.


 

 


    (c) Termination for Death or
Disability. If Executive's
employment is terminated due to death or permanent disability where
the Company makes a determination in good faith that, due to a
mental or physical incapacity, Executive has been unable to perform
his duties under this Agreement for a period of not less than six
(6) consecutive months or 180 days in the aggregate in any 12-month
period, Executive shall receive the following:

 


 

   
(i) An
amount equal to three (3) months of Executive's Base Salary payable
in substantially equal installments in accordance with the
Company's normal payroll policies, less applicable withholdings,
with such installments to commence as soon as administratively
practicable following the date the Release of Claims is not subject
to revocation and, in any event, within sixty (60) days following
the date of the Covered Termination.

 


 

 

   
(ii) If Executive (or in the event of death, his
designee) elects to receive continued healthcare coverage pursuant
to the provisions of COBRA, the Compan:Y shall directly pay, or
reimburse Executive for, the premium for Executive and Executive's
covered dependents through the earlier of (i) the three (3) month
anniversary of the date of Executive's termination of employment
and (ii) the date Executive and Executive's covered dependents, if
any, become eligible for healthcare coverage under another
employer's plan(s). Notwithstanding the foregoing, (i) if any plan
pursuant to which such benefits are provided is not, or ceases
prior to the expiration of the period of continuation coverage to
be, exempt from the application of Section 409A of the Code under
Treasury Regulation Section l.409A-l(a)(5), or (ii) the Company is
otherwise unable to continue to cover Executive under its group
health plans without penalty under applicable law (including
without limitation, Section 2716 of the Public Health Service Act),
then, in either case, an amount equal to each remaining Company
subsidy shall thereafter be paid to Executive in substantially
equal monthly installments. After the Company ceases to pay
premiums pursuant to this Section 4.l(b)(ii), Executive may,
if eligible, elect to continue healthcare coverage at
Executive's expense in accordance the provisions of
COBRA.

 


 


    4.2. 280G Provisions.
Notwithstanding anything in this
Agreement to the contrary, if any payment or distribution Executive
would receive pursuant to this Agreement or otherwise
("Payment")
would (a) constitute a
"parachute payment" within the meaning of Section 280G of the
Code, and (b) but for this sentence, be subject to the excise tax
imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall either be (i) delivered in
full, or (ii) delivered as to such lesser extent which would result
in no portion of such
Payment being subject to the
Excise Tax, whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes
and the Excise
Tax, results in the receipt by
Executive on an after-tax basis, of the largest payment,
notwithstanding




 








 





 


that all or some portion the Payment may be
taxable under Section 4999 of the Code. The accounting firm engaged
by the Company for general audit purposes as of the day
prior to the effective date of the Change in Control shall
perform the foregoing calculations. The Company shall bear all
expenses with respect to the determinations by such accounting firm
required to be made hereunder. The accounting firm shall provide
its calculations to the Company and Executive within fifteen (15)
calendar days after the date on which Executive's right to a
Payment is triggered (if requested at that time by the Company or
Executive) or such other time as requested by the Company or
Executive. Any good faith determinations of the accounting firm
made hereunder shall be final, binding and conclusive upon the
Company and Executive. Any reduction in payments and/or benefits
pursuant to this Section 4.2 will occur in the following
order: (1) reduction of cash payments; (2) cancellation of
accelerated vesting of equity awards other than stock
options; (3) cancellation of accelerated vesting of stock options;
and (4) reduction of other benefits payable to
Executive.

 


 

   
4.3. Section 409A.

 


 


    (a) Notwithstanding any provision to the contrary
in this Agreement, if Executive is deemed at the
time· of his Separation from Service to be a "specified
employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, to
the extent delayed commencement of any portion of the benefits to
which Executive is entitled under this Agreement is required in
order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code which would subject Executive to a tax
obligation under Section 409A of the Code, such portion of
Executive's benefits shall not be provided to Executive prior to
the earlier of (i) the expiration of the six- month period measured
from the date of the Executive's Separation from Service or (ii)
the date of Executive's
death. Upon the expiration of the
applicable Code Section 409A(a)(2)(B)(i) period, all payments
deferred pursuant to this Section 4.3(a) shall be paid in a lump
sum to Executive, and any remaining payments due under
the Agreement shall be paid as otherwise provided
herein.

 


 


    (b) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to
Executive no later than 30 days after Executive provides the
Company with a written request for reimbursement, and to the extent
that any such reimbursements are deemed to constitute "nonqualified
deferred compensation" within the meaning of Section 409A of the
Code (i) such amounts shall be paid or reimbursed to
Executive promptly, but in no event later than December 31
of the year following the year in which the expense is
incurred, (ii)
the amount of any such payments
eligible for reimbursement in one year shall not affect the
payments or expenses that are eligible for payment or reimbursement
in any other taxable year, and
(iii) Executive's right to such payments or reimbursement shall not
be subject to
liquidation or exchange for any other
benefit.

 


 


    (c) For
purposes of Section 409A of the Code (including, without
limitation, for purposes of Treasury Regulation Section
l.409A-2(b)(2)(iii)), Executive's right to receive




 








 





 


installment
payments under the Agreement shall be treated as a right to receive
a series of separate payments and, accordingly, each installment
payment hereunder shall at all times be considered a separate and
distinct payment.

 


 


    4.4. Mitigation. Executive shall not be required to mitigate
damages or the amount of any payment provided under this Agreement
by seeking other employment or otherwise, nor shall the amount of
any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment by
another employer or by any retirement benefits received by
Executive after the date of the Covered Termination, or
otherwise.

 


 



ARTICLEV

 



PROPRIETARY INFORMATION OBLIGATIONS

 


 

 

   
5.1. Agreement. Executive agrees to continue to abide by the
Confidential Disclosure Agreement


 

   
5.2. Remedies. Executive's duties under the Confidential
Disclosure·Agreementshall survive termination of Executive's
employment with the Company and the termination of this Agreement.
Executive acknowledges that a remedy at law for any breach or
threatened breach by Executive of the provisions of the
Confidential Disclosure Agreement, as well as Executive's
obligations pursuant to Section 6.2 and Article 7 below, would be
inadequate, and Executive therefore agrees that the Company
shall be entitled to seek injunctive relief in case of any such
breach or threatened breach.

 


 



ARTICLE VI OUTSIDE ACTIVITIES

 


 

 


    6.1. Other Activities.

 


 

   
(a) Executive
shall not, during the term of this Agreement undertake or engage in
any other employment, occupation or business enterprise, other than
ones in which Executive is a passive investor, unless he obtains
the prior written consent of the Board.


 

   
(b) Executive may engage in civic and not-for-profit
activities so long as such activities do not materially interfere
with the performance of Executive's duties hereunder. In addition,
Executive shall be allowed to serve as a member of the board of
directors of up to two (2) other for profit entities at any time
during the term of this Agreement, which service shall not
materially interfere with the performance of Executive's duties
hereunder; provided, however, that the Board may require that
Executive resign from one or both of such director positions if it
can reasonably and in good faith demonstrate that such
resignation(s) would be in the best interests of the Company in a
significant and material way.




 








 





 

   
6.2. Competition.
Executive agrees that, from the date
hereof until a period of twelve (12) months following the date of termination of
Executive's employment with the Company, Executive will not
directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, corporate officer, director,
or in any other individual or representative capacity, engage or
participate in any "Competitive Business" anywhere in the United
States of America.
As used herein, a "Competitive
Business" is defined as any business developing uPAR antibodies to
treat cancer, or clonidine to treat oral
mucositis.

 


 



ARTICLE VII NONINTERFERENCE

 


 


In addition to Executive's obligations under the
Confidential Disclosure Agreement, Executive
shall not for a period of one (1) year following Executive's
termination of employment for any reason, either on Executive's own
account or jointly with or as a manager, agent, officer,
employee, consultant, partner, joint venturer, owner or
stockholder or otherwise on behalf of any other person, firm or
corporation,
directly or indirectly solicit or
attempt to solicit away from the Company any of its officers or
employees or offer employment to any person who is an officer or
employee of the Company;provided,
however, that a general
advertisement to which an employee of the Company responds shall in
no event be deemed to result in a breach of this Article 7.
Executive also agrees not to harass or disparage the Company or its
employees, clients,
directors or agents or divert or
attempt to divert any actual or potential business of the Company.
The provisions of this Article 7 shall survive the termination or
expiration of the applicable Executive's employment
with the Company and shall be fully enforceable thereafter. If it
is determined by a court of competent jurisdiction in any state
that any restriction in this Article 7 is excessive in duration or
scope or is unreasonable or unenforceable under the laws of that
state, it is the intention of the parties that such restriction may
be modified or amended by the court to render it enforceable to the
maximum extent permitted by the law of that
state.

 


 



ARTICLE VIII GENERAL PROVISIONS

 


 


    8.1. Notices. Any notices provided hereunder must be in writing
and shall be deemed effective upon the earlier of personal delivery
(including personal delivery by facsimile) or the third day after
mailing by first class mail, to the Company at its primary office
location and to Executive at Executive's address as listed on the
Company payroll.

 


 


    8.2. Tax Withholding.
Executive acknowledges that all
amounts and benefits payable under this
Agreement are subject to deduction and withholding to the extent
required by applicable law.

 


 

 


Severability.
Whenever possible, each
prov1s1on of this Agreement will 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 will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or
unenforceable provisions had never been contained
herein.


 


    8.3. Waiver. If either party should waive any breach of any
prov1s1ons of this Agreement, they shall not thereby be deemed to
have waived any preceding or succeeding breach of the same or any
other provision of this Agreement. ·


 

 


    8.4. Complete Agreement.
This Agreement constitutes the entire
agreement between Executive and the Company and is the complete,
final, and exclusive embodiment of their agreement with regard to
this subject matter, and will supersede all prior agreements,
understandings, discussions, negotiations and undertakings, whether
written or oral, between the parties with respect to the subject
matter hereof, including without limitation, the Prior Agreement.
This Agreement is entered into without reliance on any promise or
representation other than those expressly contained herein or
therein. and cannot be modified or amended except in a writing
signed by an officer·-of
the. Company and Executive.


 

 


    8.5. Counterparts.
This Agreement may be executed in
separate counterparts, any one of which need not contain signatures
of more than one party, but all of which taken together will
constitute one and the same Agreement.


 


    8.6. Headings. The headings of the sections hereof are inserted
for convenience only and shall not be deemed to constitute a part
hereof nor to affect the meaning thereof.

 


 


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

 


 

 


    8.8. Arbitration.
Unless otherwise prohibited by law or
specified below, all disputes, claims and causes of action, in law
or equity, arising from or relating to this Agreement or its
enforcement, performance, breach, or interpretation shall be
resolved solely and exclusively by final and binding arbitration
held in Illinois in conformity with the then­ existing
employment arbitration rules and Illinois law. The arbitrator
shall: (a) provide adequate discovery for the resolution
of the dispute; and (b) issue a written arbitration decision, to
include the arbitrator's essential findings and conclusions and a
statement of the award. However, nothing in this section is
intended to prevent either party from obtaining injunctive relief
in court to prevent irreparable harm pending the conclusion of any
such arbitration. The Company shall bear the costs of any such
arbitration.




 








 





 


 

 


    8.9. Executive
Acknowledgement. Executive
acknowledges that (a) he has consulted with or has had the
opportunity to consult with independent counsel of his own
choice concerning this Agreement, and has been advised
to do so by the Company, and (b) that he has read and understands
the Agreement, is fully aware of its legal effect and has entered
into it freely based on his own judgment.

 


 


    8.10. Choice
of Law. All questions concerning the construction, validity and
interpretation of this Agreement will be governed by the law of the
State of Illinois without regard to the conflicts of law provisions
thereof.


 

 


 


In Witness Whereof,
the parties have executed this
Agreement as of the date first written

 


above.

 


 


On behalf of Monopar Therapeutics
Inc.

 


 


 

 

 
/s/ Christopher M.
Starr

 
Christopher M.
Starr, Ph.D.

 
Executive
Chairman

 


 

 


Accepted and Agreed:


 


 



/s/ Chandler D. Robinson


Chandler D.
Robinson