Blueprint





 






 



EXECUTIVE EMPLOYMENT AGREEMENT



 


This
Executive Employment Agreement (the “Agreement”) is entered into as of
November 1, 2017, by and between Kim R. Tsuchimoto
(“Executive”)
and Monopar Therapeutics Inc. (the “Company”).


 



Whereas, the Company desires to employ Executive as its
Chief Financial 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 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 Executive in good faith and in the reasonable belief that
Executive’s 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-quarter (0.25).


 



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
(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)               
 the Company’s material breach of any material
term of this Agreement (a change in job title or role does not
constitute a material breach); or


 



(c)              
 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 constitutes a “separation from
service” within the meaning of Treasury Regulation Section
1.409A-1(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
Financial Officer and perform such duties as are customarily
associated with the position of Chief Financial Officer and such
other duties as are assigned to Executive by the Chief Executive
Officer.  During the term of Executive’s employment with
the Company, Executive will devote Executive’s best efforts
and 25% 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 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,
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 $68,750 (“Base
Salary”), payable on the regular payroll dates of the
Company, subject to increase in the sole discretion of the Board.
Base salary represents a part-time salary (25% of full-time) as
noted in section 2.1 above.


 



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


 



3.3.           
  Standard Company
Benefits.  Upon reaching full-time status (over 30
hours per week of employment with the Company) 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.
Based on 25% service, Executive shall be entitled each year to one
(1) week leave for vacation at full pay, provided, that the maximum
amount Executive may have accrued at any point in time is one (1)
week (meaning that once Executive has accrued one (1) week,
Executive will not accrue any additional vacation time until
Executive takes vacation and falls below the one (1) 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.


 



3.4.          
   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
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 bonus
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 (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 is a full time employee at the time, then
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-1(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 4.1(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 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 is a full time employee at the time, then 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-1(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 4.1(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 one-and-a-half (1.5)
consecutive months or 45 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 1.409A-1(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 4.1(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 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)                
Except for activities disclosed in Exhibit A attached, 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 Executive 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.  During
the term of Executive’s employment by the Company, except on
behalf of the Company, Executive shall not directly or indirectly,
whether as an officer, director, stockholder, partner, proprietor,
associate, representative, consultant, or in any capacity
whatsoever engage in, become financially interested in, be employed
by or have any business connection with any other person,
corporation, firm, partnership or other entity whatsoever which
were known by Executive to compete directly with the Company,
throughout the world, in any line of business engaged in (or
planned to be engaged in) by the Company; provided, however, that
anything above to the contrary notwithstanding, Executive may own,
as a passive investor, securities of any competitor corporation, so
long as Executive’s direct holdings in any one such
corporation shall not in the aggregate constitute more than 1% of
the voting stock of such corporation.


 



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 provision 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)
Executive has consulted with or has had the opportunity to consult
with independent counsel of Executive’s own choice concerning
this Agreement, and has been advised to do so by the Company, and
(b) that Executive 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/ Kim R. Tsuchimoto


 Kim
R. Tsuchimoto


	
 








 







 






 


 


 


 


 


 



Exhibit A


 



6.1(a) Other
Activities.


 


50% of full-time employment plus
benefits at Mercaptor Discoveries Inc. as Chief Financial Officer,
Secretary, Treasurer and Co-Founder


 


25% of full-time employment (paid
and unpaid) at DNAcheckup (nonprofit) as Chief Financial Officer,
Secretary and Treasurer