Blueprint





 






 


 






 


 


 


 

 



EXECUTIVE EMPLOYMENT
AGREEMENT

 


 


This Executive Employment Agreement (the "Agreement") is entered into as of
October 4, 2017,
by and between Kirsten Anderson ("Executive") and Monopar Therapeutics Inc.
(the "Company").

 


Whereas, the Company desires to employ Executive as
its Senior Vice President,
Clinical
Development 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 commission 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 to lawfully
work 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
her in good faith and in the
reasonable belief that her
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-half
(0.5).






 


1.5.    
     "Change in Control Period" means that period commencing on the
consummation of a Change in
Control and ending on the six month 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 (other than as part of a reduction in the
base salary of at least
a majority of the Company's executives of the same or greater
percentage);

 





(b)

a
material diminution in Executive's responsibilities;






 

 





(c)

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





 


 


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 her
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 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 Senior Vice President,
Clinical Development and perform such duties as
are customarily associated with the position of Senior Vice
President, Clinical Development as well
as any other duties as are
assigned to Executive
by either the Chief Scientific Officer
or other officer designated by
the Chief Executive Officer. 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 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 lo 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, 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 $260,000
("Base
Salary"), payable on the regular payroll dates of the
Company, which are currently bi-weekly,
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 $25,000 (gross before taxes) payable with
Executive's first regular paycheck.

 


3.3. Annual Bonus.
Executive is eligible for an annual
bonus which is
at the discretion of the
Board.

 



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 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 she 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 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.

 


 



3.5. Stock Options. Subject to approval by the Board,
Executive will be granted options to
purchase up to 40,000 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. Such options shall vest 6/48ths
upon the six-month
anniversary of grant date and l/48lh per
month thereafter and shall expire ten years from the grant
date.

 


 


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 her 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 (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 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 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 six 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 I .409
A- l(a)(S), 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 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
six month 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 Executive's Base
Salary, 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
wider 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 un til 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 her duties under this Agreement
for a period of not less than
three (3) consecutive months or 90 days in the aggregate in any
12-month period, Executive
shall receive the
following:

 


 


(i) An
amount equal
to two (2) 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, her 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 two (2) 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 with 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 of 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 thirty (30) 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: ( l) 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
her 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.


 

 



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 she 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, in its discretion, may require
that Executive resign from one or both of such director
positions if it determines that such resignation(s) would be
in the best interests of the
Company.




 








 






 


 


 


 

 



6.2. Competition/Investments.
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 world. As used herein, a
"Competitive Business" is defined as any
business developing
uPAR antibodies to treat
cancer, clonidine to treat oral mucositis, non­
cardiotoxic forms of anthracyclines
to treat cancer, or any other
drug programs
which are deemed by Monopar, at
that point in time in the future, to be
directly competitive to
Monopar' s drug
programs in development
at that point in time in the
future.


 

 


 



ARTICLE VII



NONINTERFERENCE

 


 


In addition to Executive's obligations
under the Confidential Disclosure
Agreement , Executive shall
not for a period of one (I) 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
will be given and will be
deemed to have
been duly given (a)
on the business day sent, when delivered by hand or facsimile
transmission (with confirmation) during normal business hours, (b) upon
confirmation of receipt by recipient if sent by electronic mail,
or (c) on the business day
following the business day of sending,
if delivered by a
nationally recognized overnight courier, in each case 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 oilier 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 her
rights or delegate her
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 arbitrator shall determine who
shall bear the costs of any such arbitration.

 


 



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


 

 


 


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, MD MBA MSc


Chief
Executive Officer


 

 


 


Accepted
and Agreed


 

 

 

                    
       /s/ Kirsten
Anderson                                                                            
October 6, 2017

 
   
           
          Kirsten
Anderson