Blueprint





 





 



EXECUTIVE EMPLOYMENT AGREEMENT

 


 


This Executive Employment
Agreement (the "Agreement")
is entered into as of
November 1, 2017, by and between Andrew P. Mazar
("Executive")
and Monopar
Therapeutics Inc. (the "Company").

 


 


Whereas,
the Company desires to employ
Executive as its Executive Vice President, Research and Development
and Chief Scientific Officer, effective as of November 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
1.409A-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 Executive Vice President, Research and Development
and Chief Scientific Officer, and perform such duties as are
customarily associated with the position of Executive Vice
President, Research and Development and Chief Scientific Officer,
and such other duties as are assigned to Executive by the Chief
Executive Officer or 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 III



COMPENSATION

 


 

3.1. Base
Salary. As of the Effective
Date, Executive shall receive for services to be rendered hereunder
an annual base salary of $350,000 ("Base Salary"),
payable on the regular payroll dates
of the Company, subject to increase in the sole discretion of the
Board.

 


 

3.2. Sign-on
Bonus. Executive shall be paid
a one-time sign-on bonus of $8,750 (gross before taxes) payable
with Executive's first regular paycheck.


 

 

3.3. Annual
Bonus. Executive is subject to
an annual bonus at the discretion of the Board, which bonus is
initially being targeted for up to 40% of the annualized amount of
Base Salary.

 


 


3.4. 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 such time
as the Company obtains healthcare benefits for eligible employees
and Executive elects to opt in to such benefits, Executive shall be
entitled to an additional salary of at least $4,583.33 per month or
such greater amount as determined by the Board.

 


 

 

3.5. 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.

 


 

 

3.6. Expenses.
The Company will reimburse Executive
for all reasonable and necessary expenses incurred by Employee in
connection with the Company's business, provided that such expenses
incurred and are properly documented and accounted for in
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 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(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 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(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
Company 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
paymen"t 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
1.409A-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.

 


 



ARTICLE V

 



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 Agreement shall 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.

 


 

 



8.3. 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.

 


 


8.4. Waiver. If either party should waive any breach of any
provisions 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.

 


 

 



8.5. 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.

 


 



8.6. 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.

 


 

 


8.7. 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.

 


 



8.8. 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.

 


 



8.9. 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.

 


 



8.10. 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.

 


 



8.11. 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/ Chandler D.
Robinson

 



      Chandler D. Robinson

 



      Chief Executive Officer

 


 


 


 


 

 


 


   Accepted
and Agreed:


 

 


 



/s/ Andrew P. Mazar


Andrew
P. Mazar