Exhibit 10.22


 


CUE BIOPHARMA, INC.


 


EXECUTIVE EMPLOYMENT AGREEMENT 


 


This Executive Employment
Agreement (“Agreement”), dated as of November 15, 2017 (the “Effective Date”), is made by
and between Cue Biopharma, Inc., a Delaware corporation (“Cue”) and Colin Sandercock (“Executive,”
and together with Cue, the “Parties”).


 


WHEREAS, Cue desires
to employ Executive, and Executive desires to be so employed, pursuant to the terms of this Agreement.


 


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


 


		1.	POSITION AND DUTIES.



 


(a)          Cue
shall employ Executive as its Senior Vice President and General Counsel (“General Counsel”), beginning December
4, 2017. In his role as General Counsel, Executive shall have such duties and authority commensurate with the position of General
Counsel, and such other duties commensurate with the positions that may be assigned by the Board of Directors of Cue (the “Board”),
or the Chief Executive Officer of Cue (the “CEO”).


 


(b)          Executive
shall report directly to the CEO.


 


(c)          During
the Term (as defined below), Executive shall devote all of Executive’s business time, energy, judgment, knowledge and skill
and Executive’s best efforts to the performance of Executive’s duties with Cue, provided that the foregoing
shall not prevent Executive from (i) providing legal services to unrelated third-party clients as needed, (ii) participating in
charitable, civic, educational, professional, community or industry affairs or (iii) managing Executive’s passive personal
investments, so long as such activities of (i)-(iii) above are generally conducted outside of normal business hours or require
de minimis amounts of Executive’s time, unless otherwise approved by the Company, and in the aggregate do not interfere or
conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict.


 


2.            TERM.
Subject to the remaining terms of this Section 2, this Agreement shall be for an initial term that begins on the
Effective Date and continues in effect through December 31, 2018 (the “Initial Term”) and, unless terminated
sooner as herein provided, shall continue on a year-to-year basis after the Initial Term (each year, a “Renewal Term,”
and each Renewal Term together with the Initial Term, the “Term”). If either Party elects not to renew this
Agreement, that Party must give a written notice of non-renewal to the other Party at least 60 days before the expiration of the
then-current Initial Term or Renewal Term. In the event that one Party provides the other with a notice of non-renewal pursuant
to this Section 2, no further automatic extensions shall occur and this Agreement shall terminate at the end of the
then-existing Initial Term or Renewal Term, as applicable. If Cue provides Executive with notice of non-renewal, then the compensation
provisions of Section 8(c) for Termination Without Cause shall be paid to Executive.


 


3.            BASE
SALARY. Cue shall pay Executive a base salary (“Base Salary”) at an annual rate of $275,000 during the Term,
in accordance with the regular payroll practices of Cue. The Base Salary shall be subject to annual review and upward adjustment
in accordance with the Company’s normal compensation practices.


 




     


     


    

 


4.           ANNUAL
BONUS. Each year during the Term, Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”)
of up to 20% of the Base Salary, subject to achievement of key performance indicators for Cue, with the level of achievement determined
by the Compensation Committee of the Board or its delegate (the “Committee”) in its sole discretion. The Committee
shall establish such key performance indicators in its sole discretion and in consultation with Executive. The terms of the Annual
Bonus developed by the Committee shall govern any Annual Bonus that may be paid. Any Annual Bonus shall be paid in all events within
two and one-half months after the end of the year in which such Annual Bonus becomes earned, provided that no Annual Bonus
shall be considered earned until the Board makes all necessary determinations with respect to the Annual Bonus.


 


		5.	STOCK OPTIONS.



 


(a)          NUMBER
OF SHARES. Upon completion of a Financing (defined below), Executive shall be granted Options (as defined in the Cue Biopharma,
Inc. 2016 Omnibus Incentive Plan (the “Plan”)) to purchase 250,000 shares of Cue’s common stock (the “Common
Stock”) (the “Options”) pursuant to award agreements substantially in the forms previously provided
to Executive.


 


(b)          EXERCISE
PRICE; TERM. The exercise price per share of the Options shall be equal to the price at which shares of Common Stock are sold
in the Company’s initial public offering or other equity financing transaction, whichever occurs first (a “Financing
Transaction”). The Options shall have a term that expires seven years from the Grant Date.


 


(c)          PLAN
TERMS CONTROL. The Options shall be subject to the terms and conditions applicable to Options granted under the Plan, as described
in the Plan and the applicable Award Agreement (as defined in the Plan).


 


		6.	EMPLOYEE BENEFITS.



 


(a)          BENEFIT
PLANS. During the Term, Executive shall be entitled to participate in any employee benefit plans that Cue has adopted or may
adopt, maintains or contributes to for the benefit of its employees generally, subject to satisfying the applicable eligibility
requirements, except to the extent such plans are duplicative of the benefits otherwise provided to Executive hereunder. Executive’s
participation shall be subject to the terms of the applicable plan documents and generally applicable Cue policies. Notwithstanding
the foregoing, Cue may modify or terminate any employee benefit plan at any time.


 


(b)          VACATIONS.
During the Term, Executive shall be entitled to paid vacation time in accordance with Cue’s policy applicable to senior
management employees as in effect from time to time (the “Vacation Policy”); provided, however,
that Executive shall be entitled to no less than 20 days of paid vacation per calendar year, prorated for any partial years of
employment. Unused vacation time may not be carried forward from one calendar year to any subsequent calendar year, except to the
extent specifically permitted under the Vacation Policy.


 


(c)          BUSINESS
EXPENSES. Upon presentation of reasonable substantiation and documentation as Cue may require from time to time, Executive
shall be reimbursed in accordance with Cue’s expense reimbursement policy, for all reasonable out-of-pocket business expenses
incurred and paid by Executive during the Term and in connection with the performance of Executive’s duties hereunder. Executive
currently resides in McLean, Virginia and, as needed for Cue business and pursuant to the direction of the CEO, Executive shall
travel to Boston or elsewhere as directed by the CEO, and all reasonable expenses for travel, lodging and meals to and from Boston
or elsewhere as directed by the CEO, shall constitute reasonable out-of-pocket business expenses.


 


7.           TERMINATION.
Executive’s employment under this Agreement shall terminate on the first to occur of the following:


 




     


     


    

 


 


(a)          DISABILITY.
Upon 90 days’ prior written notice by Cue to Executive of termination due to Disability. “Disability”
shall mean Executive is unable to perform each of the essential duties of Executive’s position by reason of a medically determinable
physical or mental impairment that is potentially permanent in character or that can be expected to last for a continuous period
of not less than 12 months.


 


(b)          DEATH.
Automatically upon the death of Executive.


 


(c)          CAUSE.
Immediately upon written notice by Cue to Executive of a termination for Cause. “Cause” shall mean:


 


(i)          the
commission of any act by Executive constituting financial dishonesty against Cue or its Affiliates (which act would be chargeable
as a crime under applicable law);


 


(ii)         Executive’s
engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment that would
(a) materially adversely affect the business or the reputation of Cue or any of its Affiliates with their respective current
or prospective customers, suppliers, lenders or other third parties with whom such entity does or might do business or (b) expose
Cue or any of its Affiliates to a risk of civil or criminal legal damages, liabilities or penalties;


 


(iii)        the
repeated failure by Executive to follow the lawful directives of the Board or CEO;


 


(iv)        any
willful, material misconduct, willful violation of Cue’s or its Affiliates’ policies, or willful and deliberate non-performance
of duty by Executive in connection with the business affairs of Cue or its Affiliates; or


 


(v)         Executive’s
material breach of a material term of this Agreement.


 


Executive shall be given written notice detailing
the specific Cause event and a period of 30 days following Executive’s receipt of such notice to cure such event in all material
respects (if susceptible to cure) to the reasonable satisfaction of the Board. All rights Executive has or may have under this
Agreement shall be suspended automatically during the pendency of any investigation by the Board or its designee, or during any
negotiations between the Board or its designee and Executive, regarding any actual or alleged act or omission by Executive of the
type described in this definition of Cause. For purposes of this Section 7(c), no action or failure to act on Executive’s
shall be considered “willful” unless done or omitted by Executive in bad faith and without reasonable belief that his
action was in the best interests of the Company.


 


(d)          GOOD
REASON. Upon written notice by Executive to Cue of a termination for Good Reason. “Good Reason” shall mean
the occurrence of any of the following events, without the consent of Executive, unless such events are fully corrected in all
material respects (if susceptible to cure) by Cue within 30 days following written notification by Executive to Cue of the occurrence
of one of the events:


 


(i)          a
diminution in Executive’s Base Salary or Annual Bonus opportunity;


 


(ii)         a
material diminution in Executive’s authority, responsibilities or duties set forth in Section 1 above, other
than temporarily while physically or mentally incapacitated, as required by applicable law; or


 


(iii)        a
material breach by Cue of a material term of this Agreement.


 




     


     


    

 


Executive shall provide Cue with a written
notice detailing the specific circumstances alleged to constitute Good Reason within 30 days after the occurrence of such circumstances,
and actually terminate employment within 30 days following the expiration of Cue’s 30-day cure period described above. Otherwise,
any claim of the occurrence of such circumstances as Good Reason shall be deemed irrevocably waived by Executive. For clarity,
a waiver of the occurrence of circumstances that constitute Good Reason shall not act as a waiver for any other occurrence of circumstances
that constitute Good Reason.


 


(e)          WITHOUT
CAUSE. Upon 120 days written notice by Cue to Executive of an involuntary termination without Cause (other than for death or
Disability).


 


(f)          VOLUNTARY
TERMINATION. Upon 60 days’ prior written notice by Executive to Cue of Executive’s voluntary termination of employment
without Good Reason (which Cue may, in its sole discretion, make effective earlier than any notice date).


 


		8.	CONSEQUENCES OF TERMINATION.



 


(a)          DEATH/DISABILITY.
In the event that Executive’s employment ends on account of Executive’s death or Disability, Executive or Executive’s
estate, as the case may be, shall be entitled to the following (with the amounts due under Sections 8(a)(i) through 8(a)(iv)
below to be paid within 60 days following termination of employment, or such earlier date as may be required by applicable law):


 


(i)          any
unpaid Base Salary through the date of termination;


 


(ii)         any
Annual Bonus for the year prior to the year in which such termination occurs that is earned but unpaid prior to the date of termination;


 


(iii)        reimbursement
for any unreimbursed business expenses incurred through the date of termination;


 


(iv)        any
accrued but unused vacation time in accordance with Cue policy, which shall be prorated for any year in which Executive’s
employment with Cue is terminated;


 


(v)         all
other payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation
arrangement or benefit, equity or fringe benefit plan or program or grant (collectively, Sections 8(a)(i) through 8(a)(v)
hereof shall be hereafter referred to as the “Accrued Benefits”);


 


(vi)        an
Annual Bonus for the year in which such termination occurs, determined and payable pursuant to the terms and conditions of Section
4 above as though no such termination had occurred; and


 


(vii)        three
months of Base Salary, with such lump sum payable on the first payroll date of Cue that occurs more than 60 days after Executive’s
termination.


 


(b)          TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON. If Executive’s employment is terminated (i) by Cue for Cause or (ii) by Executive without
Good Reason, Cue shall pay to Executive the Accrued Benefits (other than the Annual Bonus described in Section 8(a)(ii)
above).


 


(c)          TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If Executive’s employment by Cue is terminated by Cue other than for Cause or Executive’s
death or Disability or by Executive for Good Reason, Cue shall pay or provide Executive the following:


 


(i)          the
Accrued Benefits; and


 




     


     


    

 


(ii)         subject
to Executive’s compliance with Section 9 below and Executive’s continued compliance with Section 10 below,
a lump sum cash severance payment in an amount equal to (A) the highest Annual Bonus payable for the year of termination, prorated
based on the number of days that Executive is employed in such year through the date of termination plus (B) six months of Base
Salary, with such lump sum payable on the first payroll date of Cue that occurs more than 60 days after Executive’s termination
plus (C) if Executive elects to continue medical, dental or other insurance under COBRA following such termination, the Company
shall pay the Executive for Executive’s COBRA premiums for such coverage for the six-month period after termination (collectively,
the “Severance Amount”).


 


Payments and benefits provided under this Section 8(c)
shall be in lieu of any termination or severance payments or benefits to which Executive may be eligible under any of the plans,
policies or programs of Cue or under the Worker Adjustment Retraining Notification Act of 1988, as amended, or any similar state
statute or regulation. Should Executive die prior to the payment of the Severance Amount, the Severance Amount shall be paid to
the heirs or estate of Executive in accordance with the schedule set forth herein.


 


(d)          OTHER
OBLIGATIONS. Upon any termination of Executive’s employment with Cue, Executive shall automatically be deemed to have
resigned from any and all other positions he then holds as an officer, director or fiduciary of Cue and any other entity that is
part of the same consolidated group as Cue or in which capacity Executive serves at the direction of or as a result of his position
with Cue; and Executive shall, within 10 days of such termination, take all actions as may be necessary under applicable law or
requested by Cue to effect any such resignations.


 


(e)          EXCLUSIVE
REMEDY. The amounts payable to Executive following termination of employment hereunder pursuant to Sections 8(a),
(b) and (c) above shall be in full and complete satisfaction of Executive’s rights under this Agreement and
any other claims that Executive may have in respect of Executive’s employment with Cue or any of its Affiliates, and Executive
acknowledges that such amounts are fair and reasonable, and are Executive’s sole and exclusive remedy, in lieu of all other
remedies at law or in equity, with respect to the termination of Executive’s employment hereunder or any breach of this Agreement.


 


(f)          NO
MITIGATION OR OFFSET. Executive shall not be required to seek or accept other employment or otherwise to mitigate damages as
a condition to the receipt of benefits pursuant to this Section 8, and amounts payable pursuant to this Section 8
shall not be offset or reduced by any amounts received by Executive from other sources.


 


(g)          NO
WAIVER OF ERISA-RELATED RIGHTS. Nothing in this Agreement shall be construed to be a waiver by Executive of any benefits accrued
for or due to Executive under any employee benefit plan (as such term is defined in the Employee Retirement Income Security Act
of 1974, as amended) maintained by Cue, if any, except that Executive shall not be entitled to any severance benefits pursuant
to any severance plan or program of Cue other than as provided herein.


 


(h)          CLAWBACK.
All awards, amounts or benefits received or outstanding under this Agreement shall not be subject to clawback, cancellation, recoupment,
rescission, payback, reduction or other similar action unless required by law.


 


9.            RELEASE.
Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement upon termination beyond the
Accrued Benefits shall only be payable if Executive delivers to Cue and does not revoke a general release of claims in favor of
Cue in a form satisfactory to Cue. Such release shall be furnished to Executive within two business days after Executive’s
date of termination, and must be executed and delivered (and no longer subject to revocation, if applicable) within 30 days following
termination (or such longer period to the extent required by law).


 




     


     


    

 


		10.	RESTRICTIVE COVENANTS.



 


		(a)	Confidentiality.



 


(i)          Company
Information. At all times during the Term and thereafter, Executive shall hold in strictest confidence, and shall not
use, except in connection with the performance of Executive’s duties, and shall not disclose to any person or entity, any
Confidential Information of Cue. “Confidential Information” means any Cue proprietary or confidential information,
technical data, trade secrets or know-how, including research, product plans, products, services, customer lists and customers,
markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution
and sales methods and systems, sales and profit figures, finances and other business information disclosed to Executive by Cue,
either directly or indirectly in writing, orally or by drawings or inspection of documents or other tangible property. However,
Confidential Information does not include any of the foregoing items which has become publicly known and made generally available
through no wrongful act of Executive.


 


(ii)         Executive-Restricted
Information. During the Term, Executive shall not improperly use or disclose any proprietary or confidential information
or trade secrets of any person or entity with whom Executive has an agreement or duty to keep such information or secrets confidential.


 


(iii)        Third
Party Information. Executive recognizes that Cue has received and in the future will receive from third parties their
confidential or proprietary information subject to a duty on Cue’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. At all times during the Term and thereafter, Executive shall hold in strictest
confidence, and shall not use, except in connection with the performance of Executive’s duties, and shall not disclose to
any person or entity, such third party confidential or proprietary information, and shall not use it except as necessary in performing
Executive’s duties, consistent with Cue’s agreement with such third party.


 


		(b)	NONSOLICITATION; NONINTERFERENCE.



 


(i)          During
Executive’s employment with Cue and for a period of 24 months thereafter, Executive shall not, except in the furtherance
of Executive’s duties with Cue, directly or indirectly, individually or on behalf of any other person or entity, (i) solicit,
aid or induce any customer of Cue or its Affiliates with whom Executive had meaningful business contact to purchase goods or services
then sold by Cue or its Affiliates from another person or entity or assist or aid any other person or entity with whom Executive
had meaningful business contact in identifying or soliciting any such customer, or (ii) interfere, or aid or induce any other person
or entity with whom Executive had meaningful business contact in interfering, with the relationship between Cue or its Affiliates
and any of their respective vendors, customers, joint venturers, licensees or licensors. If a customer of Cue or its Affiliates
contacts Executive about legal representation, Executive shall be free to provide legal representation consistent with the Rules
of Professional Conduct of the applicable jurisdiction.


 


(ii)         During
Executive’s employment with Cue and for a period of 24 months thereafter, Executive shall not, except in the furtherance
of Executive’s duties with Cue, directly or indirectly, individually or on behalf of any other person or entity, solicit,
aid or induce any employee, consultant, representative or agent of Cue or its Affiliates (or any employee, consultant, representative
or agent who has left the employment or retention of Cue or its Affiliates less than one year prior to the date that Executive
solicits, aids or induces such person or entity (a “Covered Person”)) to any other person or entity unaffiliated
with Cue or hire or retain any such employee, consultant, representative or agent or any Covered Person, or take any action to
materially assist or aid any other person or entity in identifying, hiring or soliciting any such employee, consultant, representative
or agent or any Covered Person.


 




     


     


    

 


(c)          NONDISPARAGEMENT.
Executive shall not make negative comments or otherwise disparage Cue or any company or other trade or business that “controls,”
is “controlled by” or is “under common control with,” Cue within the meaning of Rule 405 of Regulation
C under the Securities Act, including any “subsidiary corporation” of Cue within the meaning of Section 424(f) of the
Internal Revenue Code of 1986 (“Affiliates”) or any of their officers, directors, managers, employees, consultants,
equityholders, agents or products. The foregoing shall not be violated by truthful statements (i) in response to legal process,
required governmental testimony or filings or administrative or arbitral proceedings (including depositions in connection with
such proceedings) or (ii) made in the course of Executive discharging his duties for Cue.


 


(d)          COOPERATION.
Upon the receipt of reasonable notice from Cue, while employed by Cue and thereafter, Executive shall respond and provide information
with regard to matters in which Executive has knowledge as a result of Executive’s employment with Cue, and shall provide
reasonable assistance to Cue, its Affiliates and their respective representatives in defense of any claims that may be made against
Cue or its Affiliates, and shall assist Cue and its Affiliates in the prosecution of any claims that may be made by Cue or its
Affiliates, to the extent that such claims may relate to the period of Executive’s employment with Cue (collectively, the
“Claims”). Executive shall promptly inform Cue if Executive becomes aware of any lawsuits involving Claims that
may be filed or threatened against Cue or its Affiliates. Executive also shall promptly inform Cue (to the extent that Executive
is legally permitted to do so) if Executive is asked to assist in any investigation of Cue or its Affiliates (or their actions)
or another party attempts to obtain information or documents from Executive (other than in connection with any litigation or other
proceeding in which Executive is a party-in-opposition) with respect to matters Executive believes in good faith to relate to any
investigation of Cue or its Affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against
Cue or its Affiliates with respect to such investigation, and shall not do so unless legally required. During the pendency of any
litigation or other proceeding involving Claims, Executive shall not communicate with anyone (other than Executive’s attorneys
and tax and/or financial advisors and except to the extent that Executive determines in good faith is necessary in connection with
the performance of Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential
litigation or regulatory or administrative proceeding involving Cue or any of its Affiliates without getting the prior written
consent of Cue. Upon presentation of appropriate documentation, Cue shall pay or reimburse Executive for all reasonable out-of-pocket
travel, duplicating or telephonic expenses incurred by Executive in accordance with Cue’s applicable policies in complying
with this Section 10(e), and Executive shall be compensated by Cue at a reasonable hourly rate for assistance given
after the end of the Term.


 


(e)          Ownership
of Information, Ideas, Concepts, Improvements, Discoveries and Inventions, and all Original Works of Authorship.


 


(i)          As
between the Parties, all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which
are conceived, made, developed or acquired by Executive or which are disclosed or made known to Executive, individually or in conjunction
with others, during the Term and which relate to Cue’s business, products or services (including all such information relating
to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of clients or customers or their requirements, the identity of key contacts within the client
or customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques,
prospective names and marks) are and shall be the sole and exclusive property of Cue. Moreover, all drawings, memoranda, notes,
records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of
any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole
and exclusive property of Cue.


 




     


     


    

 


(ii)         In
particular, Executive hereby specifically assigns and transfers to Cue all of Executive’s worldwide right, title and interest
in and to all such information, ideas, concepts, improvements, discoveries or inventions, and any United States or foreign applications
for patents, inventor’s certificates or other industrial rights that may be filed thereon, and applications for registration
of such names and marks. During the Term and thereafter, Executive shall assist Cue and its nominee at all times in the protection
of such information, ideas, concepts, improvements, discoveries or inventions, both in the United States and all foreign countries,
including the execution of all lawful oaths and all assignment documents requested by Cue or its nominee in connection with the
preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, and any application
for the registration of such names and marks.


 


(iii)        Moreover,
if during the Term, Executive creates any original work of authorship fixed in any tangible medium of expression which is the subject
matter of copyright (such as reports, videotapes, written presentations, computer programs, drawings, maps, architectural renditions,
models, manuals, brochures or the like) relating to Cue’s business, products or services, whether such work is created solely
by Executive or jointly with others, Cue shall be deemed the author of such work if the work is prepared by Executive in the scope
of Executive’s employment; or, if the work is not prepared by Executive within the scope of Executive’s employment
but is specially ordered by Cue as a contribution to a collective work, as a part of any written or audiovisual work, as a translation,
as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire
and Cue shall be the author of the work. In the event such work is neither prepared by Executive within the scope of Executive’s
employment or is not a work specially ordered and deemed to be a work made for hire, then Executive shall assign, and by these
presents, does assign, to Cue all of Executive’s worldwide right, title and interest in and to such work and all rights of
copyright therein. Both during the Term and thereafter, Executive shall assist Cue and its nominee, at any time, in the protection
of Cue’s worldwide right, title and interest in and to the work and all rights of copyright therein, including the execution
of all formal assignment documents requested by Cue or its nominee and the execution of all lawful oaths and applications for registration
of copyright in the United States and foreign countries; provided, however, that Executive shall be compensated by
Cue at a reasonable hourly rate for assistance given after the end of the Term.


 


(iv)        Notwithstanding
the foregoing provisions of this Section 10(f), Cue hereby notifies Executive that the provisions of this Section 10(f)
shall not apply to any inventions for which no equipment, supplies, facility or trade secret information of Cue was used and which
were developed entirely on Executive’s own time, unless (A) the invention relates (1) to the business of Cue, or (2) to actual
or demonstrably anticipated research or development of Cue, or (B) the invention results from any work performed by Executive for
Cue.


 


(f)          RETURN
OF COMPANY PROPERTY. On the date of Executive’s termination of employment with Cue for any reason (or at any time prior
thereto at Cue’s request), Executive shall return all property belonging to Cue or its Affiliates (including any Cue or Affiliate-provided
laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents or property belonging to Cue
or an Affiliate).


 


(g)          EFFECT
OF EXECUTIVE BECOMING A BAD LEAVER. Notwithstanding any provision of this Agreement to the contrary, if (i) Executive breaches
any of the covenants set forth in this Agreement at any time during the period commencing on the Effective Date and ending 24 months
after Executive’s termination of employment with Cue for any reason and (ii) Executive fails to cure such breach within 30
days of the effective date of written notice of such breach given by Cue, then Executive shall be deemed a “Bad Leaver.”
If Executive is or becomes a Bad Leaver, then (i) any severance being paid to Executive pursuant to this Agreement or otherwise
shall immediately cease upon commencement of such action.


 


(h)          TOLLING.
If Executive violates any of the terms of the restrictive covenant obligations articulated herein, the balance of any such
obligation at issue will run from the first date on which Executive ceases to be in violation of such obligation.


 




     


     


    

 


11.         EQUITABLE
RELIEF AND OTHER REMEDIES. Executive acknowledges that Cue’s remedies at law for a breach or threatened breach of any
of the provisions of Section 10 above would be inadequate and in the event of such a breach or threatened breach, in
addition to any remedies at law, Cue, without posting any bond, shall be entitled to seek to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that
may then be available, without the necessity of showing actual monetary damages or the posting of a bond or other security.


 


12.         NO
ASSIGNMENTS. This Agreement is personal to each of the Parties. Except as provided in this Section 12, neither
Party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other Party.
Cue may assign this Agreement to any of its Affiliates or to any successor to all or substantially all of the business and/or assets
of Cue, provided that Cue shall require such Affiliate or successor to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that Cue would be required to perform it if no such succession had taken place. As used
in this Agreement, “Cue” shall mean Cue and any Affiliate or successor to its business and/or assets that assumes and
agrees to perform the duties and obligations of Cue under this Agreement by operation of law or otherwise.


 


13.         NOTICE.
Any notice that either Party may be required or permitted to give to the other shall be in writing and may be delivered personally,
by electronic mail or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person
as Cue may notify Executive from time to time; and to Executive at his electronic mail or postal address as shown on the records
of Cue from time to time, or at such other electronic mail or postal address as Executive, by notice to Cue, may designate in writing
from time to time.


 


14.         SECTION
HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect,
or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this
Agreement and any form, award, plan or policy of Cue, the terms of this Agreement shall govern and control.


 


15.         SEVERABILITY.
Whenever possible, each provision of this Agreement shall 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 shall not affect any other provision
of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such
jurisdiction.


 


16.         COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.


 


17.         Applicable
Law; Choice of Venue and Consent to Jurisdiction; Service of Process; waiver of jury trial.


 


(a)          All
questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed
by this Agreement shall be governed by the internal laws of the State of Delaware applicable to agreements made and wholly to be
performed in such state without regard to conflicts of law provisions of any jurisdiction.


 


(b)          For
purposes of resolving any dispute that arises directly or indirectly from the relationship of the Parties evidenced by this Agreement,
the Parties hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Massachusetts and further agree that
any related litigation shall be conducted solely in the courts of Middlesex County, Massachusetts or the federal courts for the
United States for the District of Massachusetts, where this Agreement is made and/or to be performed, and no other courts.


 


(c)          Each
Party may be served with process in any manner permitted under State of Delaware law, or by United States registered or certified
mail, return receipt requested.


 




     


     


    

 


(d)          BY
EXECUTION OF THIS AGREEMENT, THE PARTIES ARE WAIVING ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR BASED ON THIS AGREEMENT.


 


18.          MISCELLANEOUS.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed
to in writing and signed by Executive and such officer or director as may be designated by Cue. No waiver by either Party at any
time of any breach by the other Party of, or compliance with, any condition or provision of this Agreement to be performed by such
other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. This Agreement together with all exhibits hereto sets forth the entire agreement of the Parties in respect of the subject
matter contained herein and supersedes any and all prior agreements or understandings between Executive and Cue or its Affiliates
with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect
to the subject matter hereof, have been made by either Party that are not expressly set forth in this Agreement.


 


19.          REPRESENTATIONS.
Executive represents and warrants to Cue that (a) Executive has the legal right to enter into this Agreement and to perform
all of the obligations on Executive’s part to be performed hereunder in accordance with its terms, and (b) Executive is not
a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could
prevent Executive from entering into this Agreement or performing all of Executive’s duties and obligations hereunder.


 


20.          TAX
MATTERS.


 


(a)          WITHHOLDING.
Any and all amounts payable under this Agreement or otherwise shall be subject to, and Cue may withhold from such amounts,
any federal, state, local or other taxes as may be required to be withheld pursuant to any applicable law or regulation.


 


(b)          SECTION
409A COMPLIANCE.


 


(i)          The
intent of the Parties is that payments and benefits under this Agreement be exempt from (to the extent possible) Section 409A (“Section
409A”) of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder, as amended (collectively,
the “Code”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification
shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit
to the Parties of the applicable provision without violating the provisions of Section 409A. In no event shall Cue be liable for
any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with
Section 409A.


 


(ii)         A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Section 409A upon or
following a termination of employment unless such termination is also a “separation from service” within the meaning
of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in
this Agreement, if Executive is deemed on the date of termination to be a “specified employee” under Section 409A,
then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation”
under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or
provided until the earlier of (A) the expiration of the six-month period measured from the date of such “separation from
service” of Executive, and (B) the date of Executive’s death, to the extent required under Section 409A. Upon the expiration
of the foregoing delay period, all payments and benefits delayed pursuant to this Section 20(b)(ii) (whether they would
have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive
in a lump sum on the first business day following the six-month period, and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.


 




     


     


    

 


(iii)        To
the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the
taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit and (C) no such reimbursement, expenses eligible for
reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other taxable year.


 


(iv)        For
purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated
as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period
with reference to a number of days, the actual date of payment within the specified period shall be at the sole discretion of the
Board.


 


(v)         Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified
deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by
Section 409A.


 


(c)          Modification
of Payments. In the event it shall be determined that any payment, right or distribution by Cue or any other person
or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising
out of, Executive’s employment with Cue or a change in ownership or effective control of Cue or a substantial portion of
its assets (a “Payment”) is a “parachute payment” within the meaning of Code Section 280G on account
of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,”
as defined in Code Section 280G (the “Parachute Threshold”), so that Executive would be subject to the excise
tax imposed by Code Section 4999 (the “Excise Tax”) and the net after-tax benefit that Executive would receive
by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full
amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so
that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any non-cash Payments.


 


By
signing this Agreement Below, Executive acknowledges that Executive:


 


		(1)	has read and
understood the entire Agreement;



 


		(2)	has had the
opportunity to ask questions and consult counsel or other advisors about the agreement’s terms; and



 


		(3)	agrees to be
bound by the agreement.



 




     


     


    

 


In
witness whereof, Cue has caused this Agreement to be executed in its name and on its behalf, and Executive acknowledges
understanding and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.


 


	CUE BIOPHARMA, INC.	 	COLIN SANDERCOCK
	 	 	 
	/s/ Daniel R. Passeri	 	/s/ Colin Sandercock
	 	 	 	 
	Print Name: 	Daniel R. Passeri	 	 
	 	 	 	 
	Title:	Chief Executive Officer