Blueprint





 





 


 

 


AMENDED
AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

 


 

 


This
Amended and Restated Executive Employment Agreement (the
“Agreement”) is
entered into as of November 1, 2017, by and between Chandler D.
Robinson (“Executive”) and Monopar
Therapeutics Inc. (the “Company”) and replaces in its
entirety the Executive Employment Agreement by and between
Executive and the Company dated January 1, 2017.

 


 


Whereas, the Company desires to retain
the employment of Executive as its Chief Executive 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-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
Executive Officer and perform such duties as are customarily
associated with the position of Chief Executive Officer and such
other duties as are assigned to Executive by the Board. During the
term of Executive’s employment with the Company, Executive
will devote Executive’s best efforts and substantially all of
Executive’s business time and attention (except for vacation
periods and reasonable periods of illness or other incapacities
permitted by the Company’s general employment policies, if
any, or as otherwise set forth in this Agreement) to the business
of the Company.





	












 


 








 





 


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

 


 


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

 


 

 


ARTICLE
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 $375,000 (“Base Salary”), payable on the
regular payroll dates of the Company, subject to increase in the
sole discretion of the Board.

 


 

 

 
3.2    Retention Bonus.
Executive shall be paid a one-time retention bonus of $3,813.97
(gross before taxes) payable with Executive’s next 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 50% 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 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 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-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 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 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 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) 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 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 co onnity 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 conclusion 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 inclusion of any such arbitration. The Company
shall

bear the costs of any such arbitration.
I

 



8.10. Eiecutive
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/ Christopher M.
Starr


Christopher M.
Starr


Executive
Chairman


 


 

 


Accepted
and Agreed:

 


 


 



/s/ Chandler D. Robinson


Chandler
D. Robinson