exv10w33







Exhibit 10.33




EXECUTION VERSION




EXECUTIVE EMPLOYMENT AGREEMENT




     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 20, 2008,
by and between Cornerstone BioPharma Holdings, Inc. (the “Company”) and David Price (the
“Executive”).



     WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed
by the Company.



     NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by the parties hereto, the parties agree as follows:



     1. Term of Employment. The Company hereby agrees to employ the Executive, and the
Executive hereby accepts employment with the Company, upon the terms set forth in this Agreement,
for the period commencing on September 8, 2008 (the “Commencement Date”) and ending on September 7,
2009 (the “Initial Term”) unless renewed or sooner terminated in accordance with the provisions of
this Section 1 or Section 4, respectively. Upon each subsequent anniversary of the Commencement
Date, the term of this Agreement shall automatically extend for an additional year (such period,
including the Initial Term and as it may be extended, the “Employment Period”) unless (i) either
the Company or the Executive gives at least sixty (60) days notice of non-renewal prior to such
anniversary or (ii) the Agreement is terminated in accordance with the provisions of Section 4.



     2. Title; Capacity. The Executive shall serve as Executive Vice President, Finance,
and Chief Financial Officer of each of the Company, of Cornerstone BioPharma, Inc. and Aristos
Pharmaceuticals, Inc., and in such other position as the Company or its Board of Directors (the
“Board”) may determine from time to time. The Executive shall be subject to the supervision of,
and shall have such authority as is delegated to him by, the Company’s Chief Executive Officer (the
“CEO”).



     The Executive hereby agrees to undertake the duties and responsibilities inherent in such
positions and such other reasonable and lawful duties and responsibilities as the CEO or his
designee shall from time to time reasonably assign to him. The Executive agrees to devote his
entire business time, attention and energies to the business and interests of the Company during
the Employment Period. The Executive agrees to abide by any rules, regulations, instructions,
personnel practices and policies of the Company that are applicable to him and any changes therein
that may be adopted from time to time by the Company.



     3. Compensation and Benefits.



          3.1 Salary. The Company shall pay the Executive a base salary in accordance with the
Company’s regular payroll practices at an annualized rate of Two Hundred Eighty-Five Thousand and
No/100 Dollars ($285,000.00), less lawful deductions. Such salary shall be subject to annual
increases as determined by the Board.



 









 





          3.2 Annual Target Cash Bonus. The Executive shall be eligible to receive an annual
target cash bonus of up to thirty-five percent (35%) of his then annual base salary (“Target Cash
Bonus”). The Board (or a committee thereof) shall determine the amount of the actual award, if
any, based on overall corporate performance and individual performance. Actual awards may be
greater than or less than the Executive’s Target Cash Bonus, depending in part upon the extent to
which actual performance exceeds or falls below the performance goals. Any bonus shall be paid in
a single lump sum, subject to lawful deductions, at such time as bonuses are regularly paid to
senior executives of the Company, but in any event such bonus shall be paid on or before March 15
of the year following the year to which the bonus relates. Each cash bonus award that may become
payable shall be paid solely from the general assets of the Company. Any bonus awarded for the
year 2008 shall be calculated as if the Executive had been employed by the Company for the entire
calendar year of 2008.



          3.3 Annual Equity Awards. The Executive shall be eligible to receive annual equity
awards on similar terms and conditions as may be applicable to other senior executives of the
Company. The Compensation Committee of the Board shall determine the amount of the actual equity
award, if any, based on overall corporate performance and individual performance.



          3.4 Fringe Benefits and Vacation. The Executive shall be entitled to participate in
all bonus and benefit plans and programs, including medical, health and life insurance, car
allowance, and 401(k) and profit sharing plans, if any, that the Company establishes and makes
available to its employees or executives, to the extent that the Executive’s position, tenure,
salary, age, health and other qualifications make him eligible to participate. All such plans and
programs are subject to amendment or termination from time to time by the Company in its
discretion. Notwithstanding anything to the contrary in any such plan or program, the Executive
shall be entitled to three (3) weeks of paid vacation in his first year of employment hereunder
and, thereafter, shall be entitled to four (4) weeks of paid vacation per year, vacation shall be
accrued monthly, and shall be taken at such times as may be approved by the CEO or his designee.



          3.5 Reimbursement of Expenses. The Company shall reimburse the Executive for all
reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection
with, or related to, the performance of his duties, responsibilities or services under this
Agreement, upon presentation by the Executive of documentation, expense statements, vouchers and/or
such other supporting information as the Company may request; provided, however, that the amount
available for such travel, entertainment and other expenses may be fixed in advance by the Board.
Notwithstanding the foregoing, (i) the expenses eligible for reimbursement in any particular
taxable year may not affect the expenses eligible for reimbursement in any other taxable year, (ii)
such reimbursement must be made on or before the last day of the year following the year in which
the expense was incurred, and (iii) the right to reimbursement is not subject to liquidation or
exchange for another benefit.



          3.6 Reimbursement of Moving Expenses. The Company shall reimburse the Executive up to
Twenty Thousand Dollars and 00/100 ($20,000.00) for reasonable moving expenses, including expenses
for temporary housing, incurred or paid by the Executive for relocating his principal residence
from New York to North Carolina. Said reimbursement shall be in accordance with the Company’s
applicable policies and practices and upon presentation by the Executive of such documentation as
the Company may request and all such reimbursement



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amounts shall be paid on or before March 15th of the year following the year in
which the expense was incurred.



     4. Employment Termination. The employment of the Executive by the Company pursuant to
this Agreement shall terminate upon the occurrence of any of the following:



          4.1 Expiration of the Employment Period in accordance with Section 1;



          4.2 At the election of the Company, for Cause (as defined in Section 18), immediately upon
written notice by the Company to the Executive;



          4.3 Thirty (30) days after the death or Disability (as defined in Section 18) of the
Executive;



          4.4 At the election of the Executive by providing written notice to the Company; and



          4.5 At the election of the Company, without Cause, by providing written notice to the
Executive.



          4.6 At the election of the Executive, for Good Reason (as defined in Section 18), upon written
notice by the Executive to the Company.



     5. Effect of Termination.



          5.1 Termination for Cause. In the event the Executive’s employment is terminated for
Cause pursuant to Section 4.2, the Company shall pay to the Executive the compensation and benefits
otherwise payable to him under Section 3 through the last day of his actual employment by the
Company.



          5.2 Termination at the Election of the Executive. In the event the Executive elects
to terminate his employment pursuant to Section 4.4, the Company shall pay the Executive the
compensation and benefits otherwise payable to him under Section 3 through the last day of his
actual employment by the Company.



          5.3 Termination for Death or Disability. If the Executive’s employment is terminated
by death or because of Disability pursuant to Section 4.3, the Company shall pay to the estate of
the Executive or to the Executive, as the case may be, the compensation that would otherwise be
payable to the Executive up to the end of the month in which the termination of his employment
because of death or Disability occurs.



          5.4 Termination Without Cause or For Good Reason. If the Executive’s employment is
terminated without Cause pursuant to Section 4.5 or for Good Reason pursuant to Section 4.6, the
Company shall:



               (i) pay the Executive a lump sum payment equal to six (6) months of his then current annual
base salary, less lawful deductions, payable within thirty (30) days following the termination of
the Executive’s employment; and



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               (ii) pay the Executive on the first business day of each month an amount equal to (a) one
hundred percent (100%) of the Executive’s monthly COBRA premiums for the Executive and his
dependents, if any, if the Executive properly elects to continue health and dental insurance under
COBRA and (b) one hundred percent (100%) of the cost of the monthly premiums paid by the Company to
insurance companies for life insurance and disability insurance for the Executive in the month
preceding the termination of the Executive’s employment, such payments under subsections (a) and
(b) to continue until the earlier of six (6) months after the termination of the Executive’s
employment or until the last day of the first month that the Executive is eligible for other
employer-sponsored health coverage.


All such above-described payments are subject to the Executive’s execution and non-revocation
of a severance agreement and release of all claims drafted by and satisfactory to counsel for the
Company.




          5.5 Payments to the Executive under this Section 5 shall be bifurcated into two portions,
consisting of a portion that does not constitute “nonqualified deferred compensation” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the
guidance issued thereunder (“Section 409A”), and a portion that does constitute nonqualified
deferred compensation. Payments hereunder shall first be made from the portion that does not
consist of nonqualified deferred compensation until it is exhausted and then shall be made from the
portion that does constitute nonqualified deferred compensation. The determination of whether, and
the extent to which, any of the payments to be made to the Executive hereunder are nonqualified
deferred compensation shall be made after the application of all applicable exclusions under
Treasury Reg. §1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for
separation pay due to involuntary separation from service set forth in Reg. §1.409A-1(b)(9)(iii)
must be paid no later than the last day of the second taxable year of the Executive following the
taxable year of the Executive in which the Executive’s termination of employment occurs.



     6. Non-Compete.



          (a) During the Employment Period and for a period of one (1) year after the termination or
expiration of the Executive’s employment for any reason, the Executive will not directly or
indirectly:



               (i) within the geographical areas set forth in Section 6(c) below, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, or
in any other capacity whatsoever (other than as the holder of not more than one percent (1%) of the
total outstanding stock of a publicly held company), engage in the business of providing services
or developing, producing, marketing or selling products competitive with the services provided or
products being developed, produced, marketed or sold by the Company while the Executive was
employed by the Company; or



               (ii) either alone or in association with others, recruit, solicit, induce, hire or engage as
an independent contractor or attempt to recruit, solicit, induce, hire or engage as an independent
contractor, any person who then is or was employed by the Company except for an individual whose
employment with the Company has been terminated (X) by the



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employee for any reason other than Good Reason for a period of six (6) months or longer, (Y)
by the Company for any reason, or (Z) by the employee for Good Reason; or



               (iii) either alone or in association with others, solicit, divert or take away, or attempt to
solicit, divert or take away, the business or patronage of any of the clients, customers or
accounts, or prospective clients, customers or accounts, of the Company which were contacted,
solicited or served by the Executive while employed by the Company.



          (b) The Executive agrees that, if requested by the Company in writing, he will give notice to
the Company of each new business activity he plans to undertake during the non-competition period
at least ten (10) business days prior to beginning any such activity. The notice shall state the
name and address of the individual, corporation, association or other entity or organization for
whom such activity is undertaken and the name of the Executive’s business relationship or position
with the entity. The Executive further agrees to provide the Company with other pertinent
information concerning such business activity as the Company may reasonably request in order to
determine the Executive’s continued compliance with his obligations under this Agreement. The
Executive agrees that, if requested by the Company in writing, he will provide a copy of Sections 6
and 7 of this Agreement to all persons and entities with whom he seeks to be hired or do business
before accepting employment or engagement with any of them.



          (c) The Executive acknowledges that the nature of the Company’s business and the services he
renders to the Company are such that specific geographic limitations are not meaningful, that it
would be unfair to permit him to perform services for, or otherwise engage in, any competing
business during the period specified in Section 6(a) on a worldwide basis. However, at a minimum,
the largest enforceable geographic scope defined below as part of the Territory shall apply. For
purposes of this Agreement, “Territory” means the following geographic area:



               (i) each city, metropolitan area, and county (and similar political subdivisions in foreign
countries) in which the Company and/or its subsidiaries are located or do business or, during the
Executive’s employment with the Company, did business, or in which the Executive performed
substantial services or had substantial responsibility while employed by the Company;



               (ii) a one hundred (100) mile radius of any Company or subsidiary location where the Executive
maintained an office during his employment with the Company;



               (iii) each state and territory of the United States and the District of Columbia (and similar
political subdivisions in foreign countries) in which the Company or its subsidiaries are located
or do business or, during the Executive’s employment with the Company or its subsidiaries, did
business, or in which the Executive performed substantial services or had substantial
responsibility while employed by the Company;



               (iv) the United States;



               (v) North America;



               (vi) the world.



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          (d) If any restriction set forth in this Section 6 is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of time or over too great
a range of activities or in too broad a geographic area, it shall be interpreted to extend only
over the maximum period of time, range of activities or geographic area as to which it may be
enforceable. Additionally, if any of the provisions, clauses, or phrases in this Section 6 are
found to be unenforceable by a court of competent jurisdiction, then the parties desire that such
provision, clause, or phrase be “blue-penciled” or rewritten by the court to the extent necessary
to render it enforceable.



          (e) The Executive acknowledges that the restrictions contained in this Section 6 are necessary
for the protection of the business and goodwill of the Company in light of, among other things, the
highly competitive market in which the Company operates, and his executive-level position with the
Company. The Executive agrees that any breach of this Section 6 will cause the Company substantial
and irrevocable damage and therefore, in the event of any such breach, in addition to such other
remedies which may be available, the Company shall have the right to seek specific performance and
injunctive relief without posting a bond.



          (f) If the Executive violates the provisions of this Section 6, he shall continue to be held
by the restrictions set forth in this Section 6, until a period equal to the period of restriction
has expired without any violation.



     7. Proprietary Information and Developments.



          7.1 Proprietary Information.



               (a) The Executive agrees that all information and know-how, whether or not in writing, of a
private, secret or confidential nature concerning the Company’s business or financial affairs
(collectively, “Proprietary Information”) is and shall be the exclusive property of the Company.
By way of illustration, but not limitation, Proprietary Information may include inventions,
products, processes, methods, techniques, formulas, compositions, compounds, projects,
developments, plans, research data, clinical data, financial data, personnel data, computer
programs, and customer and supplier lists. Executive will not disclose any Proprietary Information
to others outside the Company or use the same for any unauthorized purposes without written
approval by an officer of the Company, either during or after his employment, unless and until such
Proprietary Information has become public knowledge without fault by the Executive.



               (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches,
drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible
material containing Proprietary Information, whether created by the Executive or others, which
shall come into his custody or possession, shall be and are the exclusive property of the Company
to be used by the Executive only in the performance of his duties for the Company.



               (c) The Executive agrees that his obligation not to disclose or use information, know-how and
records of the types set forth in paragraphs (a) and (b) above, also extends to such types of
information, know-how, records and tangible property of customers of



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the Company or suppliers to the Company or other third parties who may have disclosed or
entrusted the same to the Company or to the Executive in the course of the Company’s business.



          7.2 Developments.



               (a) The Executive will make full and prompt disclosure to the Company of all inventions,
improvements, discoveries, methods, developments, software, and works of authorship, whether
patentable or not, which are created, made, conceived or reduced to practice by the Executive or
under his direction or jointly with others during his employment by the Company, whether or not
during normal working hours or on the premises of the Company (all of which are collectively
referred to in this Agreement as “Developments”).



               (b) The Executive agrees to assign and does hereby assign to the Company (or any person or
entity designated by the Company) all his right, title and interest in and to all Developments and
all related patents, patent applications, copyrights and copyright applications.



               (c) The Executive agrees to cooperate fully with the Company, both during and after his
employment with the Company, with respect to the prosecution, procurement, maintenance and
enforcement and/or defense of patents, trademarks, copyrights, trade secrets and other means for
protection of proprietary information (both in the United States and foreign countries) relating to
Developments. Executive shall sign all papers, including, without limitation, copyright
applications, patent applications, declarations, oaths, formal assignments, assignment of priority
rights, and powers of attorney, which the Company may deem necessary or desirable in order to
protect its rights and interests in any Development. The Executive shall further execute and
deliver all such instruments and take all other actions as in the opinion of the Company and its
counsel shall be appropriate to vest in the Company (or in such person as the Company may specify)
all right, title and interest in said patents, trademarks, copyrights, trade secrets and other
means of protecting proprietary information in any Development.



               (d) Whenever requested to do so by the Company, both during and after his employment with the
Company, and at the expense of the Company, the Executive shall cooperate fully and assist in the
Company in the defense or prosecution of any claims or actions now in existence or which may be
brought in the future in connection with (i) any litigation commenced by the Company against third
parties, (ii) any litigation commenced by a third party against the Company and (iii) any
administrative hearing or administrative proceeding involving the Company. The Executive’s full
cooperation in connection with any claims, actions or administrative proceedings shall include, but
not be limited to, his being available to meet with the Company’s counsel to prepare for trial,
discovery or an administrative hearing and to act as a witness when requested by the Company at
reasonable times designated by the Company.



               (e) The Executive hereby irrevocably appoints the Company to be his attorney in fact and, in
his name and on his behalf, to execute all such instruments and take all other actions and
generally to use his name for the purpose of providing to the Company the full benefit of the
provisions of this Section 7 of the Agreement.



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               (f) The Executive hereby waives and quitclaims to the Company any and all claims, of any
nature, which the Executive now or may hereafter have for infringement of any Development assigned
hereunder to the Company.



               (g) The Executive acknowledges and agrees that all original works of authorship which are made
by the Executive (solely or jointly with others) within the scope of Executive’s employment and
which are protectable by copyright are “works made for hire,” as that term is defined in the United
States Copyright Act (17 U.S.C. Section 101).



          7.3 Other Agreements. Other than as previously disclosed to the Company by the
Executive in writing, the Executive hereby represents that he is not bound by the terms of any
agreement with any previous employer or other party to refrain from using or disclosing any trade
secret or confidential or proprietary information in the course of his employment with the Company
or to refrain from competing, directly or indirectly, with the business of such previous employer
or any other party. The Executive further represents that his performance of all the terms of this
Agreement and as an Executive of the Company does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by him in confidence or in trust
prior to his employment with the Company.



     8. Other Severance Arrangements. The benefits under this Agreement will be provided
in lieu of benefits under any severance plan of the Company.



     9. Directors and Officers Indemnification. To the extent the Executive serves as a
Company officer or director or the equivalent thereof, the Executive shall be entitled to insurance
under the Company’s directors and officers indemnification policies as in effect from time to time.



     10. Mitigation. The Executive has no obligation to mitigate amounts payable under the
Agreement by seeking other employment.



     11. Notices. All notices required or permitted under this Agreement shall be in
writing and shall be deemed effective upon personal delivery or upon the fifth (5th) day
after deposit with the United States Postal Service, by registered or certified mail, postage
prepaid, addressed to the other party at the address shown below, or at such other address or
addresses as either party shall designate to the other in accordance with this Section 11.



	 	 	 	 	 
	 

	 	If to the Company:
	 	Cornerstone BioPharma Holdings, Inc.
	 
	 	 	 	 
	 

	 	 	 	2000 Regency Parkway Suite 255
	 
	 	 	 	 
	 

	 	 	 	Cary, NC 27518
	 
	 	 	 	 
	 

	 	 	 	Attention: Craig A. Collard
	 
	 	 	 	 
	 

	 	If to the Executive:
	 	David Price
	 
	 	 	 	 
	 

	 	 	 	286 Masters Court
	 
	 	 	 	 
	 

	 	 	 	Kiawah Island, SC 29455






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     12. Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular forms of
nouns and pronouns shall include the plural, and vice versa.



     13. Entire Agreement. This Agreement constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, whether written or oral, relating
to the subject matter of this Agreement.



     14. Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Executive.



     15. Governing Law. This Agreement shall be construed and interpreted and enforced in
accordance with the laws of the State of North Carolina without regard to conflict of laws
provisions. Any action, suit, or other legal proceeding which is commenced to resolve any matter
arising under or relating to any provision of this Agreement shall be commenced only in a court of
the State of North Carolina (or, if appropriate, a federal court located within the State of North
Carolina) and the Company and the Executive each consents to the jurisdiction of such a court.



     16. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns, including any corporation with
which or into which the Company may be merged or which may succeed to its assets or business,
provided, however, that the obligations of the Executive are personal and shall not be assigned by
the Executive.



     17. Miscellaneous.



          17.1 No delay or omission by the Company in exercising any right under this Agreement shall
operate as a waiver of that or any other right. A waiver or consent given by the Company on any
one occasion shall be effective only in that instance and shall not be construed as a bar or waiver
of any right on any other occasion.



          17.2 The captions of the sections of this Agreement are for convenience of reference only and
in no way define, limit or affect the scope or substance of any section of this Agreement.



          17.3 In case any provision of this Agreement shall be invalid, illegal or otherwise
unenforceable, the validity, legality and enforceability of the remaining provisions shall in no
way be affected or impaired thereby.



          17.4 Nothing in this Agreement should be construed to create a trust or to establish or
evidence Executive’s claim of any right to payment other than as an unsecured general creditor with
respect to any payment to which Executive may be entitled.



          17.5 The provisions of Sections 6 and 7 shall survive the termination of this Agreement.



          17.6 The Executive agrees, upon termination of his employment, promptly to deliver to the
Company all files, books, documents, notes, lab books, memoranda, specifications,



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cells, storage media, including software, computer disks or tapes, computer printouts,
together will all copies thereof, and other property prepared by or on behalf of the Company or
purchased with Company funds and to refrain from making, retaining or distributing copies thereof.



     18. Definitions.



          18.1 For the purposes of this Agreement, “Cause” for termination shall be deemed to exist upon
(a) failure by the Executive, which failure is not cured within thirty (30) days of written notice
to the Executive from the Company, to perform his material responsibilities to the Company; (b)
misconduct by the Executive that is materially injurious to the Company; (c) a determination by the
Company within thirty (30) days of the Executive’s resignation that discharge under clause “(b)” of
the definition of Cause was warranted; or (d) a material breach of this Agreement by the Executive.



          18.2 As used in this Agreement, the term “Disability” means, with respect to the Executive,
that the Executive is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, or is, by reason
of any medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under an accident and
health plan covering employees of the Company. A determination of Disability shall be agreed upon
by a physician satisfactory to the Executive and a physician selected by the Company, provided
that if these physicians do not agree, the Executive and the Company shall each select a physician
and these two together shall select a third physician, whose determination as to Disability shall
be binding on all parties.



          18.3 For the purposes of this Agreement, “Good Reason” shall be deemed to exist upon (a) any
material reduction in the annual base compensation payable to the Executive (but exclusive of any
Target Cash Bonus, annual equity award or other similar cash bonus or equity plans); (b) the
relocation of the Company’s place of business at which the Executive is principally located to a
location that is greater than fifty (50) miles from its current location; (c) the failure of the
Company to comply with a material term of this Agreement; or (d) significant reduction in the
Executive’s duties, responsibilities or position so long as notice of the Good Reason condition is
given within ninety (90) days of the condition’s initial existence, the Company is given thirty
(30) days to remedy the condition and the termination from employment occurs within two (2) years
following the initial existence of one or more Good Reason conditions.



     19. Non-Disparagement. The Executive understands and agrees that as a condition to
him of the monetary consideration provided in connection with this Agreement, during the term of
the Agreement and for a period of two (2) years after the termination of his employment with the
Company for any reason, he shall not make any false, disparaging or derogatory statements in public
or private to any person or media outlet regarding the Company or any of its directors, officers,
employees, agents, or representatives or the Company’s business affairs and financial condition.
The Company agrees that during the term of the Agreement and for a period of two (2) years after
the termination of Executive’s employment with the Company for any



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reason, the Company shall not make any false, disparaging or derogatory statements in public
or private to any person or media outlet regarding the Executive.



     20. Section 409A.



          20.1 Notwithstanding anything else to the contrary in this Agreement, to the extent that any
of the payments that may be made hereunder constitute “nonqualified deferred compensation,” within
the meaning of Section 409A and the Executive is a “specified employee” upon his separation from
employment (as defined under Section 409A), the timing of any such payment following the separation
date shall be modified if, absent such modification, such payment would otherwise be subject to
penalty under Section 409A. No payments to be made hereunder that constitute “nonqualified
deferred compensation” within the meaning of Section 409A may be accelerated or deferred by either
the Company or the Executive except as specifically permitted or required by Section 409A. In any
event, the Company makes no representation or warranty and shall have no liability to the Executive
or to any other person if any payments made pursuant to provisions of this Agreement are determined
to constitute “nonqualified deferred compensation” subject to Section 409A but do not satisfy the
requirements of that Section.



          20.2 This Agreement is intended to comply with the provisions of Section 409A and shall be
construed consistently therewith.



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[Signature Page to Executive Employment Agreement]




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first set forth above.



	 	 	 	 	 
	 	CORNERSTONE BIOPHARMA HOLDINGS, INC.

 	 
	 	By:  	/s/ Craig A. Collard
 	 
	 	 	Name:  	Craig A. Collard 	 
	 	 	Title:  	President and CEO 	 
	 
	 	EXECUTIVE

 	 
	 	By:  	/s/ David Price
 	 
	 	 	Name:  	David Price