Blueprint





  Exhibit 10.1






 


EMPLOYMENT
AGREEMENT

 


 


This
Employment Agreement (the “Agreement”) is made and
entered into by and among GT Biopharma, Inc. (the "Parent"),
Georgetown Translational Pharmaceuticals, Inc. (the
“Subsidiary” and together with the Parent, the
“Companies” and each, a “Company”) and
Kathleen Clarence-Smith ("Executive") as of September 1, 2017 (the
"Effective Date").

 


WHEREAS, each Company is desirous of
employing Executive, and Executive wishes to be employed by each
Company in accordance with the terms and conditions set forth in
this Agreement.

 


NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES
AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS
HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED AS FOLLOWS:

 

1. Position and Duties: Executive shall be
employed by each Company as its Chief Executive Officer ("CEO")
reporting to the Board of Directors of each Company. CEO agrees to
devote the necessary business time, energy and skill to her duties
at each Company, and will be permitted engage in outside consulting
and/or employment provided said services do not materially
interfere with Executive’s obligations to each Company under
the terms of this Agreement. Executive agrees to advise the Board
of Directors of the Parent of any outside services, and such
Board’s approval of Executive’s participation in any
such outside services shall not be unreasonably withheld or
delayed. If such Board does not affirmatively approve of any such
outside engagements within thirty (30) days after Executive informs
the Board, the Board’s approval shall be deemed to have been
given. The duties of Executive under this Agreement shall include
all those duties customarily performed by a CEO as well as
providing advice and consultation on general corporate matters,
particularly related to shareholder and investor relations,
assisting the Parent with respect to raising equity and other
financing for the Companies, and other projects as may be assigned
by either Company’s Board of Directors on an as needed basis.
During the term of Executive's employment, Executive shall have the
right to serve on boards of directors of other for-profit or
not-for-profit entities provided such service does not materially
adversely affect the performance of Executive's duties to each
Company under this Agreement, and are not in conflict with the
interests of each Company. For the avoidance of doubt, without any
approval, Executive shall have the right to serve on boards of
directors of, and otherwise provide services to, the entities as
described on Exhibit
A.

 


In
addition to Executive’s appointment as Chief Executive
Officer of each Company, Executive shall be nominated to stand for
election to the Board of Directors of each Company at each of its
scheduled shareholders meeting so long as Executive remains as CEO
of either Company. As a member of each Company's Board, Executive
shall continue to be subject to the provisions of each Company's
bylaws and all applicable general corporation laws relative to her
position on the Board. In addition to each Company's bylaws, as a
member of the Board, Executive shall also




 

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be
subject to the statement of powers, both specific and general, set
forth in each Company's Articles of Incorporation.

 

2. Term of Employment: This Agreement shall
remain in effect for a period of three years from the Effective
Date, and thereafter will automatically renew for successive one
year periods unless either party provides ninety days' prior
written notice of termination. In the event either Company elects
to terminate the Agreement, such termination shall be considered to
be an Involuntary Termination, and Executive shall be provided
benefits as provided in this Agreement. Upon the termination of
Executive's employment for any reason, neither Executive nor the
Companies shall have any further obligation or liability under this
Agreement to the other, except as set forth below.

 

3. Compensation: Executive shall be
compensated by the Parent for her services to the Companies as
follows:

 

(a) Base Salary: CEO, Executive shall be
paid a monthly Base Salary of $500,000.00 per year. The monthly
cash payment will be subject to applicable withholding, in
accordance with


the
Parent’s normal payroll procedures. Executive's salary shall
be reviewed on at least an annual basis and may be adjusted as
appropriate, but in no event shall it be reduced to an amount below
Executive’s salary then in effect. In the event of such an
adjustment, that amount shall become Executive's Base Salary.
Furthermore, during the term of this Agreement, in no event shall
Executive's compensation be less than any other officer or employee
of either Company or any subsidiary.

 

(b) Benefits: Executive shall have the
right, on the same basis as other senior executives of either
Company, to participate in and to receive benefits under any of
either Company's employee benefit plans, medical insurance, as such
plans may be modified from time to time, and provided that in no
event shall Executive receive less than (4) four weeks paid
vacation per annum, (6) six paid sick days per annum, and (5) five
paid personal days per annum.

 

(c) Performance Bonus: Executive shall have
the opportunity to earn a performance bonus in accordance with the
Parent's Performance Bonus Plan if in effect (“Target
Bonus”); if the Parent does not have a Bonus Plan in effect
at any given time during the term of this Agreement, then the
Parent’s Compensation Committee or Board of Directors shall
have discretion as to determining bonus compensation for
Executive.

 

(d) Stock and Options: Within thirty (30)
days after the Effective Date, the Parent shall award Executive
restricted stock and/or options for such stock in an amount and
subject to a vesting schedule (not to exceed four (4) years in
total) that is reasonably satisfactory to Executive. Any such
restricted stock and/or options shall fully accelerate on a Change
in Control.




 

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(e) Expenses: Parent shall reimburse
Executive for reasonable travel, lodging, entertainment and meal
expenses incurred in connection the performance of services within
this Agreement. Executive shall be entitled to fly Business Class
on any flight longer than four (4) hours and receive full
reimbursement for such flight from the Parent.

 

(f) Travel: Executive shall travel as
necessary from time to time to satisfy her performance and
responsibilities under this Agreement.

 




4.

Effect of Termination of
Employment:






 

(a) Voluntary Termination: In the event of
Executive's voluntary termination from employment with the
Companies, other than for Good Reason pursuant to Sections 5(d) or
5(e), Executive shall be entitled to no compensation or benefits
from the Companies other than those earned under Section 3 through
the date of her termination and, in the case of each stock option,
restricted stock award or other Company stock-based award granted
to Executive, the extent to which such awards are vested through
the date of her termination. In the event that Executive's
employment terminates as a result of her death or disability,
Executive shall be entitled to a pro- rata share of the
performance-based bonus for which Executive is then-eligible
pursuant to Section 3(c) (presuming performance meeting, but not
exceeding, target performance goals) in addition to all
compensation and benefits earned under Section 3 through the date
of termination.

 

(b) Termination for Cause: If Executive's
employment is terminated by the Companies for Cause, Executive
shall be entitled to no compensation or benefits from the Companies
other than those earned under Section 3 through the date of her
termination and, in the case of each stock option, restricted stock
award or other Company stock-based award granted to Executive, the
extent to which such awards are vested through the date of her
termination. In the event that the Companies terminate Executive's
employment for Cause, the Companies shall provide written notice to
Executive of that fact prior to, or concurrently with, the
termination of employment. Failure to provide written notice that
the Companies contend that the termination is for Cause shall
constitute a waiver of any contention that the termination was for
Cause, and the termination shall be irrebuttably presumed to be an
Involuntary Termination.

 

(c) Involuntary Termination During Change in
Control Period: If Executive's employment with the Companies
terminates as a result of a Change in Control Period Involuntary
Termination, then, in addition to any other benefits described in
this Agreement, Executive shall receive the following:

 

(i) all compensation
and benefits earned under Section 3 through the date of Executive's
termination of employment;

 

(ii) a
lump sum payment equivalent to the greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which the Change in Control occurred




 

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and (b)
the Target Bonus under the Performance Bonus Plan in effect
immediately prior to the year in which the Change in Control
occurs;

 

(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to the Change in Control) due Executive
from the date of Involuntary Termination to the end of the term of
this Agreement or one-half of Executive’s Base Salary then in
effect, whichever is the greater; and

 

(iv) reimbursement
for the cost of medical, life, disability insurance coverage at a
level equivalent to that provided by the Companies for a period
expiring upon the earlier of: (a) one year; or (b) the time
Executive begins alternative employment wherein said insurance
coverage is available and offered to Executive. It shall be the
obligation of Executive to inform the Parent that new employment
has been obtained.

 


Unless
otherwise agreed to by Executive at the time of Involuntary
Termination, the amount payable to Executive under subsections (i)
through (iii), above, shall be paid to Executive in a lump sum
within thirty (30) days following Executive's termination of
employment. The amounts payable under subsection (iv) shall be paid
monthly during the reimbursement period.

 

(d) Termination Without Cause in the Absence of
Change in Control: In the event that Executive's employment
terminates as a result of a Non Change in Control Period
Involuntary Termination, then Executive shall receive the following
benefits:

 

(i) all compensation
and benefits earned under Section 3 through the date of the
Executive's termination of employment;

 

(ii) a
lump sum payment equivalent to the greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which the Change in Control occurred and (b) the Target Bonus under
the Performance Bonus Plan in effect immediately prior to the year
in which the Change in Control occurs;

 

(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to the Change in Control) due Executive
to the end of the term of this Agreement or one-half of
Executive’s Base Salary then in effect, whichever is the
greater; and

 

(iv) reimbursement
for the cost of medical, life and disability insurance coverage at
a level equivalent to that provided by the Companies for a period
of the earlier of: (a) one year; or

 

(b) the time Executive
begins alternative employment wherein said insurance coverage is
available and offered to Executive. It shall be the obligation of
Executive to inform the Parent that new employment has been
obtained.

 


Unless
otherwise agreed to by Executive, the amount payable to Executive
under subsections (i) through (iii) above shall be paid to
Executive in a lump sum within thirty (30) days
following




 

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Executive's
termination of employment. The amounts payable under subsection
(iv) shall be paid monthly during the reimbursement
period.

 

(e) Resignation with Good Reason During Change in
Control Period: If Executive resigns her employment with the
Companies as a result of a Change in Control Period Good Reason,
then, in addition to any other benefits described in this
Agreement, Executive shall receive the following.

 

(i) all compensation
and benefits earned under Section 3 through the date of the
Executive's termination of employment;

 

(ii) a
lump sum payment equivalent to the greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which the Change in Control occurred and (b) the Target Bonus under
the Performance Bonus Plan in effect immediately prior to the year
in which the Change in Control occurs;

 

(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to the Change in Control) due Executive
from the date of Involuntary Termination to the end of the term of
this Agreement or one-half of Executive’s Base Salary then in
effect, whichever is the greater; and

 

(iv) reimbursement
for the cost of medical, life and disability insurance coverage at
a level equivalent to that provided by the Companies for a period
of the earlier of: (a) one year; or

(b) the time Executive
begins alternative employment wherein said insurance coverage is
available and offered to Executive. It shall be the obligation of
Executive to inform the Parent that new employment has been
obtained.

 


Unless
otherwise agreed to by Executive, the amount payable to Executive
under subsections (i) through (iii) above shall be paid to
Executive in a lump sum within thirty (30) days following
the

 


Executive's
termination of employment. The amounts payable under subsection
(iv) shall be paid monthly during the reimbursement
period.

 

(f) Resignation with Good Reason in the Absence of
Change in Control: If Executive resigns her employment with
the Companies as a result of a Non Change in Control Period Good
Reason, then, in addition to any other benefits described in this
Agreement, Executive shall receive the following.

 

(i) all compensation
and benefits earned under Section 3 through the date of the
Executive's termination of employment;

 

(ii) a
lump sum payment equivalent to the greater of (a) the bonus paid or
payable to Executive for the year immediately prior to the year in
which the Change in Control occurred




 

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and (b)
the Target Bonus under the Performance Bonus Plan in effect
immediately prior to the year in which the Change in Control
occurs;

 

(iii) a
lump sum payment equivalent to the remaining Base Salary (as it was
in effect immediately prior to the Change in Control) due Executive
from the date of Involuntary Termination to the end of the term of
this Agreement or one-half of Executive’s Base Salary then in
effect, whichever is the greater; and

 

(iv) reimbursement
for the cost of medical, life and disability insurance coverage at
a level equivalent to that provided by the Companies for a period
of the earlier of: (a) one year; or

 


(b) the
time Executive begins alternative employment wherein said insurance
coverage is available and offered to Executive. It shall be the
obligation of Executive to inform the Parent that new employment
has been obtained.

 


Unless
otherwise agreed to by Executive, the amount payable to Executive
under subsections (i) through (iii) above shall be paid to
Executive in a lump sum within thirty (30) days following
the

 


Executive's
termination of employment. The amounts payable under subsection
(iv) shall be paid monthly during the reimbursement
period.

 


(g)
Resignation from Positions:
In the event that Executive's employment with the Companies is
terminated for any reason, on the effective date of the termination
Executive shall simultaneously resign from each position she holds
on the Board and/or the Board of Directors of any of the
Companies’ affiliated entities and any position Executive
holds as an officer of the Companies or any of the Companies’
affiliated entities.

 

5. Certain Definitions: For the purpose of
this Agreement, the following capitalized terms shall have the
meanings set forth below:

 

(a) "Cause" shall mean
any of the following occurring on or after the date of this
Agreement :

 


 

(i) Executive's theft,
dishonesty, breach of fiduciary duty for personal profit, or
falsification of any employment or Company record;

 

(ii) Executive's
willful violation of any law, rule, or regulation (other than
traffic violations, misdemeanors or similar offenses) or final
cease-and-desist order, in each case that involves moral
turpitude;

 

(iii) any
material breach by Executive of either Company's Code of
Professional Conduct, which breach shall be deemed "material" if it
results from an intentional act by Executive and has a material
detrimental effect on either Company's reputation or business;
or

 

(iv) any
material breach by Executive of this Agreement, which breach, if
curable, is not cured within thirty (30) days following written
notice of such breach from the applicable Company.




 

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(b)

"Change in Control"
shall mean the occurrence of any of the following
events:





 


 

(i) the Parent is party
to a merger or consolidation which results in the holders of the
voting securities of the Parent outstanding immediately prior
thereto failing to retain immediately after such merger or
consolidation direct or indirect beneficial ownership of more than
fifty percent (50%) of the total combined voting power of the
securities entitled to vote generally in the election of directors
of the Parent or the surviving entity outstanding immediately after
such merger of consolidation.

 

(ii) a
change in the composition of the Board of Directors of the Parent
occurring within a period of twenty-four (24) consecutive months,
as a result of which fewer than a majority of the directors are
Incumbent Directors;

 

(iii) effectiveness
of an agreement for the sale, lease or disposition by the Parent of
all or substantially all of the Parent’s assets;
or

 




(iv)

a liquidation or
dissolution of the Parent.





 


 

(c) "Change in Control
Period" shall mean the period commencing on the date sixty (60)
days prior to the date of consummation of the Change of
Control

 


and
ending one hundred eighty (180) days following consummation of the
Change of Control.

 


 

(d) "Change in Control
Period Good Reason" shall mean Executive's resignation for any of
the following conditions, first occurring during a Change in
Control Period and occurring without Executive's written
consent:

 

(i) a decrease in
Executive's Base Salary, a decrease in Executive's Target Bonus (as
a multiple of Executive's Base Salary) under the Performance Bonus
Plan, or a decrease in employee benefits, in each case other than
as part of any across-the-board reduction applying to all senior
executives of either Company which does not have adverse effect on
the Executive disproportionate to similarly situated executives of
an acquirer;

 

(ii) a
material, adverse change in Executive's title, authority,
responsibilities, as measured against Executive's title, authority,
responsibilities or duties immediately prior to such
change.

 

(iii) a
change in the Executive's ability to maintain her principal
workplace in Washington, D.C.;

 

(iv) any
material breach by either Company of any provision of this
Agreement, which breach is not cured within thirty (30) days
following written notice of such breach from
Executive;

 

(v) any failure of the
Parent to obtain the assumption of this Agreement by any of the
Parent’s successors or assigns by purchase, merger,
consolidation, sale of assets or otherwise.




 

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(vi) any
purported termination of Executive's employment for "material
breach of contract" which is purportedly effected without providing
the "cure" period, if applicable, described in Section 5(iv),
above.

 


The
effective date of any resignation from employment by the Executive
for Change in Control Period Good Reason shall be the date of
notification to the Parent of such resignation from employment by
the Executive.

 

(e) "Non Change in
Control Period Good Reason" shall mean the Executive's resignation
within six months of any of the following conditions first
occurring outside of a Change in Control Period and occurring
without Executive's written consent:

 

(i) a decrease in
Executive's total cash compensation opportunity (adding Base Salary
and Target Bonus) of greater than ten percent (10%);

 

(ii) a
material, adverse change in Executive's title, authority,
responsibilities or duties, as measured against Executive's title,
authority, responsibilities or duties immediately prior to such
change;

 

(iii) any
material breach by either Company of a provision of this Agreement,
which breach is not cured within thirty (30) days following written
notice of such breach from Executive;

 

(iv) a
change in the Executive's ability to maintain her principal
workplace in Washington, D.C.;

 

(v) any purported
termination of Executive's employment for "material breach of
contract" which is purportedly effected without providing the
"cure" period, if applicable, described in Section 5(iv),
above.

 


The
effective date of any resignation from employment by the Executive
for Non Change in Control Period Good Reason shall be the date of
notification to the Parent of such resignation from employment by
the Executive.

 

(f) "Incumbent
Directors" shall mean members of the Board who either (a) are
members of the Board as of the date hereof, or (b) are elected, or
nominated for election, to the Board with the affirmative vote of
at least a majority of the Incumbent Directors at the time of such
election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or
threatened proxy contest relating to the election of members of the
Board).

 

(g) "Change in Control
Period Involuntary Termination" shall mean during a Change in
Control Period the termination by the Companies of Executive's
employment with the Companies for any reason, including termination
as a result of death or disability of Executive, but excluding
termination for Cause. The effective date of any Change in Control
Period




 

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Involuntary
Termination shall be the date of notification to the Executive of
the termination of employment by the Companies; or

 

(h) "Non Change in
Control Period Involuntary Termination" shall mean outside a Change
in Control Period the termination by the Companies of Executive's
employment with the Companies for any reason, including termination
by as a result of death or disability of Executive, but excluding
termination for Cause. The effective date of any Non Change in
Control Period Involuntary Termination shall be the date of
notification to the Executive of the termination of employment by
the Companies.

 

6. Dispute Resolution: In the event of any
dispute or claim relating to or arising out of this Agreement
(including, but not limited to, any claims of breach of contract,
wrongful termination or age, sex, race or other discrimination),
Executive and the Companies agree that all such disputes shall be
fully addressed and finally resolved by binding arbitration
conducted by the American Arbitration Association in New York City,
in the State of New York in accordance with its National Employment
Dispute Resolution rules. In connection with any such arbitration,
the Parent shall bear all costs not otherwise borne by a plaintiff
in a court proceeding. Each Company agrees that any decisions of
the Arbitration Panel will be binding and enforceable in any state
that either Company conducts the operation of its
business.

 

7. Attorneys' Fees: The prevailing party
shall be entitled to recover from the losing party its attorneys'
fees and costs incurred in any action brought to enforce any right
arising out of this Agreement.

 




8.

Restrictive Covenants:






 

(a) Nondisclosure. During the term of this
Agreement and following termination of the Executive's employment
with the Companies, Executive shall not divulge, communicate, use
to the detriment of the Companies or for the benefit of any other
person or persons, or misuse in any way, any Confidential
Information (as hereinafter defined) pertaining to the business of
the Companies. Any Confidential Information or data now or
hereafter acquired by the Executive with respect to the business of
the Companies (which shall include, but not be limited to,
confidential information concerning each Company's financial
condition, prospects, technology, customers, suppliers, methods of
doing business and promotion of each Company's products and
services) shall be deemed a valuable, special and unique asset of
each Company that is received by the Executive in confidence and as
a fiduciary. For purposes of this Agreement "Confidential
Information" means information disclosed to the Executive or known
by the Executive as a consequence of or through her employment by
each Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the
date hereof and not generally known or in the public domain, about
each Company or its business. Notwithstanding the foregoing, none
of the following information shall be treated as Confidential
Information: (i) information which is known to the public at the
time of disclosure to Executive, (ii) information




 

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which
becomes known to the public by publication or otherwise after
disclosure to Executive,

 


(iii)
information which Executive can show by written records was in her
possession at the time of disclosure to Executive, (iv) information
which was rightfully received by Executive from a third party
without violating any non-disclosure obligation owed to or in favor
of the Companies, or (v) information which was developed by or on
behalf of Executive independently of any disclosure hereunder as
shown by written records. Nothing herein shall be deemed to
restrict the Executive from disclosing Confidential Information to
the extent required by law or by any court.

 

(b) Non-Competition. The Executive shall
not, while employed by either Company and for a period of one year
following the date of termination for Cause, or resignation other
than for Good Reason pursuant to Sections 5(d) or 5(e), engage or
participate, directly or indirectly (whether as an officer,
director, employee, partner, consultant, or otherwise), in any
business that manufactures, markets or sells products that directly
compete with any product of either Company that is significant to
such Company's business based on sales and/or profitability of any
such product as of the date of termination of Executive's
employment with such Company. Nothing herein shall prohibit
Executive from being a passive owner of less than 5% stock of any
entity directly engaged in a competing business.

 

(c) Property Rights; Assignment of
Inventions. Except as set forth below, with respect to
information, inventions and discoveries or any interest in any
copyright and/or other property right developed, made or conceived
of by Executive, either alone or with others, during her employment
by each Company arising out of such employment and pertinent to any
field of business or research in which, during such employment,
each Company is engaged or (if such is known to or ascertainable by
Executive) is considering engaging, Executive hereby
agrees:

 

(i) that all such
information, inventions and discoveries or any interest in any
copyright and/or other property right, whether or not patented or
patentable, shall be and remain the exclusive property of the
Companies;

 

(ii) to
disclose promptly to an authorized representative of the Parent all
such information, inventions and discoveries or any copyright
and/or other property right and all information in Executive's
possession as to possible applications and uses
thereof;

 

(iii) not
to file any patent application relating to any such invention or
discovery except with the prior written consent of an authorized
officer of the Parent (other than Executive);

 

(iv) that
Executive hereby waives and releases any and all rights Executive
may have in and to such information, inventions and discoveries,
and hereby assigns to Executive and/or its nominees all of
Executive's right, title and interest in them, and all Executive's
right, title and interest in any patent, patent application,
copyright or other property right based thereon. Executive hereby
irrevocably designates and appoints the Parent and each of its duly
authorized officers and agents as her agent and attorney-in-fact to
act for her and on her behalf and in her





	

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4846-1093-0509.v4









 

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stead
to execute and file any document and to do all other lawfully
permitted acts to further the prosecution, issuance and enforcement
of any such patent, patent application, copyright or other property
right with the same force and effect as if executed and delivered
by Executive; and

 

(v) at the request of
the Parent, and without expense to Executive, to execute such
documents and perform such other acts as the Parent deems necessary
or appropriate, for the Companies to obtain patents on such
inventions in a jurisdiction or jurisdictions designated by the
Parent, and to assign to the Companies or their respective
designees such inventions and any and all patent applications and
patents relating thereto.

 


Notwithstanding the
foregoing, any information, inventions, or discoveries (whether
patentable or not), or interest in any copyright and/or other
property right, developed, made or conceived of by Executive,
either alone or with others and irrespective of whether developed,
made or


conceived during
Executive’s employment with either Company, for the benefit
of one of the entities set forth on Exhibit A and relating to a
disease that such entity targets, shall be and remain the exclusive
property of such entity and not of the Companies.

 




9.

General:






 

(a) Successors and Assigns: The provisions
of this Agreement shall inure to the benefit of and be binding upon
the Companies, Executive and each and all of their respective
heirs, legal representatives, successors and assigns. The duties,
responsibilities and obligations of Executive under this Agreement
shall be personal and not assignable or delegable by Executive in
any manner whatsoever to any person, corporation, partnership,
firm, company, joint venture or other entity. Executive may not
assign, transfer, convey, mortgage, pledge or in any other manner
encumber the compensation or other benefits to be received by her
or any rights which she may have pursuant to the terms and
provisions of this Agreement.

 

(b) Amendments; Waivers: No provision of
this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and
signed by Executive and by an authorized officer of the Parent
(other than Executive). No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement
by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at
another time.

 

(c) Notices: Any notices to be given
pursuant to this Agreement by either party may be effected by
personal delivery or by overnight delivery with receipt requested.
Mailed notices shall be addressed to the parties at the addresses
stated below, but each party may change its or his/her address by
written notice to the other in accordance with this subsection
(c).Mailed notices to Executive shall be addressed as
follows:

 


Kathleen
Clarence-Smith Suite 520




 

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1825 K
Street NW Washington, DC 20006


E-mail:
kcs@gt-pharmaceuticals.com

 


Mailed
notices to the Companies shall be addressed as follows: GT
Biopharma, Inc.

 


Georgetown
Translational Pharmaceuticals, Inc. Attention: Anthony J. Cataldo,
Executive Chairman 100 South Ashley Drive, Suite 600


Tampa,
FL 33602

 


 

(d) Entire Agreement: This Agreement
constitutes the entire employment agreement among Executive and the
Companies regarding the terms and conditions of her employment,
with the exception of (a) the agreement described in Section 7 and
(b) any stock option, restricted stock or other Company stock-based
award agreements among Executive and the Companies to the extent
not modified by this Agreement. This Agreement (including the other
documents referenced in the previous sentence) supersedes all prior
negotiations, representations or agreements among Executive and the
Companies, whether written or oral, concerning Executive's
employment by the Companies.

 

(e) Withholding Taxes: All payments made
under this Agreement shall be subject to reduction to reflect taxes
required to be withheld by law.

 

(f) Counterparts: This Agreement may be
executed by the Companies and Executive in counterparts, each of
which shall be deemed an original and which together shall
constitute one instrument.

 

(g) Headings: Each and all of the headings
contained in this Agreement are for reference purposes only and
shall not in any manner whatsoever affect the construction or
interpretation of this Agreement or be deemed a part of this
Agreement for any purpose whatsoever.

 

(h) Savings Provision: To the extent that
any provision of this Agreement or any paragraph, term, provision,
sentence, phrase, clause or word of this Agreement shall be found
to be illegal or unenforceable for any reason, such paragraph,
term, provision, sentence, phrase, clause or word shall be modified
or deleted in such a manner as to make this Agreement, as so
modified, legal and enforceable under applicable laws. The
remainder of this Agreement shall continue in full force and
effect.

 

(i) Construction: The language of this
Agreement and of each and every paragraph, term and provision of
this Agreement shall, in all cases, for any and all purposes, and
in any and all circumstances whatsoever be construed as a whole,
according to its fair meaning, not strictly for




 

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or
against Executive or the Companies, and with no regard whatsoever
to the identity or status of any person or persons who drafted all
or any portion of this Agreement.

 

(j) Further
Assurances: From time to time,
at the Companies' request and without further consideration,
Executive shall execute and deliver such additional documents and
take all such further action as reasonably requested by the
Companies to be necessary or desirable to make effective, in the
most expeditious manner possible, the terms of this Agreement and
to provide adequate assurance of Executive's due performance
hereunder.

 

(k) Governing
Law: Executive and the
Companies agree that this Agreement shall be interpreted in
accordance with and governed by the laws of the State of
Delaware.

 


(1) Board Approval:
Each Company warrants to Executive
that the Board of Directors of such Company has ratified and
approved this Agreement, and that the Parent will cause the
appropriate disclosure filing to be made with the Securities and
Exchange Commission in a timely manner.

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year written below.


 



EXECUTIVE:


 


Date:
September 1,
2017


 



 ____________________________


Kathleen Clarence-Smith



 



GT BIOPHARMA, INC.

 


Date:


 




 ____________________________




Anthony
Cataldo, Executive Chairman

 




 



GEORGETOWN TRANSLATIONAL PHARMACEUTICALS, INC.

 


Date:


 


 ____________________________

Anthony
Cataldo, Executive Chairman

  




 




 

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