EMPLOYMENT AGREEMENT


 


This Agreement (this “Agreement”),
effective as of November 1, 2011 (the “Effective Date”), by and between TG Therapeutics, Inc., a Delaware corporation
with an address at 787 Seventh Avenue, New York, NY 10019 (the “Company”), and SEAN A. POWER, having a mailing
address at 14 Pokahoe Drive, Sleepy Hollow, NY 10591 (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Company desires to employ
the Executive as Chief Financial Officer (“CFO”) of the Company, and the Executive desires to serve the Company in
such capacity upon the terms and subject to the conditions contained in this Agreement;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:


 


1.           Employment.


 


(a)          Services.
The Executive will be employed by the Company as its Chief Financial Officer. The Executive will report to the Chief Executive
Officer (“CEO”) and shall perform such duties as are consistent with his position as CFO (the “Services”).
The Executive agrees to perform such duties faithfully and to devote such of his time, attention and energies to the business of
the Company as he deems necessary to carry out his role as CFO.


 


(b)          Acceptance.
The Executive hereby accepts such employment and agrees to render the Services, as of the Effective Date.


 


2.           Term.
The Executive’s employment under this Agreement (the “Term”) shall commence on the Effective Date, and
shall continue until terminated pursuant to Section 9 of this Agreement.


 


3.          Limited
Extent of Service.


 


(a)          Business
Activities. Subject to Sections 5 and 6, Executive shall not be restricted from pursuing, or being actively engaged in, any
other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, and whether
or not such business activity is currently existing or is hereafter conducted.


 


(b)          Location.
The duties to be performed by the Executive hereunder shall be performed primarily at the office of the Company that shall be established
in or around New York City, subject to reasonable travel requirements on behalf of the Company, or such other place as the Board
may reasonably designate. Notwithstanding the foregoing, the Executive’s primary place of business may not be relocated to
another city without his written consent.


 


4.           Compensation.
As full compensation for the performance by the Executive of his duties under this Agreement, the Company shall pay the Executive
as follows:


 



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(a)          Base
Salary. Commencing upon the date that the Company exercises the License Option pursuant to the Option Agreement between the
LFB Biotechnologies S.A.S., LFB/GTC LLC and the Company, dated as of April 29, 2011, the Company shall pay the Executive an annualized
salary (the “Base Salary”) of One Hundred Thirty-five Thousand Dollars ($135,000). Payment shall be made bi-monthly
in accordance with the Company’s normal payroll practices. The CEO and Board shall review Executive’s Base Salary annually
and may increase (but not decrease) Executive’s Base Salary from year to year. Such adjusted salary then shall become Executive’s
Base Salary for purposes of this Agreement. The annual review of Executive’s salary by the Board will consider, among other
things, Executive’s own performance, and the Company’s performance.


 


(b)          Annual
Bonus. During the Term, the Executive shall be eligible to earn an annual cash bonus, based upon the achievement of annual
performance goals and objectives established by agreement between the Executive and the Board before March 1 of each calendar year;
provided, however, that the Executive shall have a target annual bonus of 33% of his Base Salary (such amount being referred to
herein as the “Target Bonus”), subject to the Executive’s achievement of such performance goals.


 


(c)          Withholding.
The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required
by law from all amounts payable to the Executive under this Section 4.


 


(d)          Annual
Grants of Restricted Stock. Commencing December 15, 2012, and on each December 15th during the Term, the Company
shall grant the Executive a number of restricted shares of the Company’s common stock, par value $0.001 (“Common
Stock”) as determined by the CEO and Board (“Annual Restricted Stock Awards”). Each Annual Restricted
Stock Award be subject to vesting terms, which will be decided at the time of grant by the CEO and Board.


 


(e)          Additional
Stock-Based Awards. During the Term, the Executive may be eligible for additional stock-based awards under the Company’s
long-term incentive plan, as determined by the Board. Nothing herein requires the Board to make additional grants of options or
other awards in any year.


 


(f)          Expenses.
During the Term, the Company shall reimburse the Executive for all reasonable expenses incurred by the Executive in furtherance
of the business and affairs of the Company, including but not limited to travel, entertainment and other expenses deemed reasonably
necessary by the Executive. The Executive will timely supply the Company with appropriate vouchers or other proof of the Executive’s
expenditures and otherwise will comply with any expense reimbursement policy as may from time to time be adopted by the Company.


 


(g)          Expense
Reimbursement and Benefits. Notwithstanding anything in this Agreement to the contrary, any expense reimbursement or benefit
provided pursuant to this Section 4 shall be subject to the following: (i) the amount of any expense reimbursement or benefit provided
during the Executive’s taxable year shall not affect any expenses eligible for reimbursement or benefit to be provided in
any other taxable year; (ii) the reimbursement of any eligible expense shall be made no later than the last day of the Executive’s
taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any such expense
reimbursement or benefit shall not be subject to liquidation or exchange for another benefit.


 



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(h)          Other
Benefits. During the Term, the Executive shall be entitled to all rights and benefits for which he shall be eligible under
any benefit or other plans (including, without limitation, dental, medical, medical reimbursement and hospital plans, pension plans,
employee stock purchase plans, profit sharing plans, bonus plans, prescription drug reimbursement plans, short and long term disability
plans, life insurance and other so-called “fringe” benefits) as the Company shall make available to its senior executives
from time to time. The Executive shall be eligible to participate in the Company’s 401(k) plan on the Effective Date, and
his contributions to the 401(k) plan may begin on the first day of the fiscal quarter immediately following the Effective Date.


 


(i)          Vacation.
During the Term, the Executive shall be entitled to a vacation of twenty (20) days per annum, in addition to holidays observed
by the Company. During the Term, the Executive shall not be entitled to carry forward vacation days from one calendar year of employment
to the next calendar year of employment.


 


(j)          Employment
Agreement Expenses. Without limiting the foregoing, during calendar year 2011, the Company shall pay, on behalf of Executive,
up to $2,500 of legal fees and other expenses incurred by Executive in connection with the preparation, negotiation, and execution
of this Agreement.


 


5.           Non-Disclosure
of Confidential Information and Trade Secrets; Return of Property; Invention Assignment.


 


(a)          The Executive understands and
agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and may not be converted to
his own use. The Executive hereby agrees that throughout the term of his employment and at all times after his separation from
employment, for so long as the information at issue remains either Confidential Information or a Trade Secret, the Executive will
not, directly or indirectly, reveal, divulge, or disclose to any person or entity not expressly authorized by the Company any Confidential
Information or Trade Secrets and will not, directly or indirectly, use or make use of any Confidential Information or Trade Secrets
in connection with any business activity other than that of the Company.


 


Anything herein to the contrary notwithstanding,
the Executive shall not be restricted from disclosing or using Confidential Information or Trade Secrets that are required to be
disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, the Executive
shall provide the Company with prompt written notice of such requirement in time to permit the Company to seek an appropriate protective
order or other similar protection prior to any such disclosure by the Executive.


 



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The parties acknowledge and agree that
this Agreement is not intended to, and will not, alter or diminish either the Company’s rights or the Executive’s obligations
under any state or federal statutory or common law regarding confidential information, trade secrets and unfair trade practices
and all potential remedies under such laws remain available.


 


For purposes of this Agreement, “Confidential
Information” means all data and information relating to the business of the Company that is disclosed to the Executive
or of which the Executive becomes aware as a consequence of his employment and that has value to the Company and is not generally
known to those not employed or otherwise engaged by the Company. “Confidential Information” shall include, but is not
limited to, financial plans and data concerning Company; management planning information; Company’s business plans or strategies
(including, without limitation, any merger or acquisition plans); sources of supply; “know how;” Company’s operational
methods; market studies; marketing plans or strategies; product development techniques or plans; client and prospective client
lists; details of client, supplier and vendor contracts; current and anticipated client requirements; past, current and planned
research and development; business acquisition plans; employee compensation and other personnel information; and new personnel
acquisition plans. “Confidential Information” shall not include data or information (a) which has been voluntarily
disclosed to the public by Company, except where such public disclosure was made without authorization from the Company; (b) which
has been independently developed and disclosed by Persons other than the Company or its principals or representatives; or (c) which
has otherwise entered the public domain through lawful means. This definition shall not limit any definition of “confidential
information” or any equivalent term under applicable state or federal law.


 


For purposes of this Agreement, “Trade
Secret” means information, without regard to form, relating to the Company, its activities, businesses or clients, including,
but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique,
a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential clients or suppliers, which
is not commonly known by or available to the public via lawful means and which: (A) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its
secrecy. Trade Secret shall include, but not be limited to, client lists, client billing and pricing information, technical
information regarding the Company’s intellectual property, product development information, patent information and all other
information permitted to be covered under the Uniform Trade Secrets Act. This definition shall not limit any definition of “trade
secret” or any equivalent term under applicable state or federal law.


 


(b)          The
Executive agrees that he will not retain or destroy, and will immediately return to the Company on or prior to his last day of
employment, or at any other time the Company requests such return, any and all property of the Company that is in his possession
or subject to his control, including, but not limited to, keys, credit and identification cards, equipment, client files and information,
and all Confidential Information and Trade Secrets. The Executive will not make, distribute or retain copies of any such information
or property. The Executive agrees that he will reimburse the Company for all of its costs, including reasonable attorneys’
fees, of recovering the above materials and otherwise enforcing compliance with this provision if the Executive does not return
the materials to the Company on or prior to his separation from employment or at any other time the materials are requested by
Company, or if the Executive otherwise fails to comply with this provision.


 



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(c)          The
Executive agrees that he will promptly and fully disclose in writing to the Company inventions, designs, concepts, discoveries,
developments, improvements, and innovations, whether or not they merit patent, trademark or copyright protection, conceived of,
designed or reduced to practice by the Executive, either solely or in concert with others, at any time during his employment, which
(a) relate in any manner, whether at the time of conception, design or reduction to practice, to the Company’s business or
its actual or demonstrably anticipated research or development; (b) result from any work performed by the Executive on behalf of
the Company; or (c) result from the use of the Company’s equipment, supplies, facilities, Confidential Information or Trade
Secrets (collectively referred to as “Inventions”).


 


The Executive acknowledges and agrees that
he will keep and maintain adequate written records of all such Inventions at all stages thereof in the form of notes, sketches,
drawings, photographs, printouts, and/or reports relating thereto. These records are and shall remain the property of, and be available
to, the Company or its designee(s) at all times. Executive further acknowledges that all such Inventions shall be the exclusive
property of the Company. As such, the Executive hereby assigns his entire right, title, and interest in and to all such Inventions
to the Company or its designee(s). The Executive will, at the Company’s request and expense, execute specific transfers,
assignments, documents or other instruments and take such further action as may be considered necessary by the Company at any time
during or subsequent to the Executive’s employment to obtain and defend any intellectual property rights and vest complete
title and ownership to such Inventions to the Company or its designee(s).


 


(d)          The
provisions of this Section 5 shall survive any termination of this Agreement.


 


6.           Non-Competition
and Non-Disparagement.


 


(a)          The
Executive acknowledges and agrees that his services to the Company are special, unique and extraordinary and that in the course
of performing such services the Executive will be provided with and have access to and knowledge of Confidential Information and
Trade Secrets that would be extremely valuable to competitors of the Company. The Executive further acknowledges and agrees that,
due to the unique nature of the Company’s business, the loss of any of its clients or the improper use of its Confidential
and Proprietary Information could create significant instability and cause substantial and irreparable damage to the Company and
therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the
restrictions herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the
Company.


 


(b)          The
Executive agrees that during his employment and for a period of twelve (12) months following the date of termination of the Executive’s
employment for any reason whatsoever, he shall not, directly or indirectly, on behalf of himself or any person, firm, partnership,
joint venture, corporation or other business entity (“Person”), engage in any business that develops anti-CD20
monoclonal antibodies (the “Competitive Business”) within the geographic area in which the Company does business, which
is deemed by the parties hereto to be worldwide. Notwithstanding the foregoing, nothing contained in this Section 7(b) shall be
deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation,
some or all of the activities of which are deemed a Competitive Business so long as such securities do not, in the aggregate, constitute
9.9% or more of any class or series of outstanding securities of such corporation.


 



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(c)          The
Executive agrees that during his employment and for a period of twelve (12) months following the date of termination of the Executive’s
employment for any reason whatsoever, he shall not directly or indirectly make any disparaging statement, whether or not true,
with respect to the name or reputation of the Company or any of its affiliates, including but not limited to, any officer, director,
employee or shareholder of the Company or any of its affiliates (as defined above). Notwithstanding this Section, nothing contained
herein shall limit or impair the ability of the Executive to make truthful statements or disclosures that are required by applicable
law, regulation, or legal process, including, but not limited to, providing truthful testimony in response to any validly issued
subpoena.


 


(d)          In
the event that the Executive breaches any provisions of Section 5 or this Section 6 or there is a threatened breach, then, in addition
to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of a bond or other security,
to seek injunctive relief to enforce the restrictions contained in such Sections and (ii) to the extent permitted by law, have
the right to require the Executive to account to the Company all compensation, profits, monies, accruals, increments and other
benefits (collectively “Benefits”) derived or received by the Executive as a result of any transaction constituting
a breach of any of the provisions of Sections 5 or 6 and the Executive hereby agrees to account for and pay over such Benefits
to the Company. The Company and the Executive agree that any such action for injunctive relief shall be heard in any of the courts
set forth in Section 12(c) below, and each of the parties hereto agrees to accept service of process by registered or certified
mail and to otherwise consent to the jurisdiction of such courts.


 


(e)          Each of the rights and remedies
enumerated in Section 6(d) shall be independent of the others and shall be in addition to and not in lieu of any other rights and
remedies available to the Company at law or in equity. If any of the covenants contained in Section 5 or this Section 6, or any
part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder
of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If
any of the covenants contained in Section 5 or this Section 6 is held to be invalid or unenforceable because of the duration of
such provision or the area covered thereby, the parties agree that the court or arbitrator making such determination shall have
the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable.
No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any way affect the Company’s right
to the relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical
scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, such covenants being,
for this purpose, severable into diverse and independent covenants.


 



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(f)          In
the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Executive
shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies
which may be available. The Executive agrees that he shall not raise in any proceeding brought to enforce the provisions of Section
5 or this Section 6 that the covenants contained in such Sections limit his ability to earn a living.


 


(g)          The
provisions of this Section 6 shall survive any termination of this Agreement.


 


7.           Representations
and Warranties. The Executive hereby represents and warrants to the Company as follows:


 


(a)          Neither
the execution or delivery of this Agreement nor the performance by the Executive of his duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant
or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract,
or other instrument to which the Executive is a party or by which he is bound.


 


(b)          The
Executive has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other
obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable against
him in accordance with its terms. No approvals or consents of any persons or entities are required for the Executive to execute
and deliver this Agreement or perform his duties and other obligations hereunder.


 


8.           Termination.
The Executive’s employment hereunder shall be terminated upon the Executive’s death and may be terminated as follows:


 


(a)          The
Executive’s employment hereunder may be terminated by the Board for Cause. Any of the following actions by the Executive
shall constitute “Cause”:


 


(i)          the
Executive’s breach of the covenants contained in Sections 5 and 6 hereof, or material breach of any other provision of this
Agreement;


 


(ii)         the
willful and continual failure or refusal by the Executive to perform his duties under this Agreement (other than by reason of death
or Disability (as defined below)), provided such failure or refusal continues for a period of thirty (30) days after receipt of
written notice thereof from the Board in reasonable detail of such failure or refusal;


 


(iii) any action by Executive constituting
willful misconduct in respect of the Executive’s obligation to the Company that results in material, economic damage to the
Company; and


 


(iv)          conviction of a felony.


 


Notwithstanding the foregoing, the following
shall not constitute Cause for the termination of the employment of the Executive or the modification or diminution of any of his
authority hereunder: any personal or policy disagreement between the Company and the Executive, or the Executive and any member
of the Board ; or any action taken by the Executive in connection with his duties hereunder if the Executive acted in good faith
and in a manner he reasonably believed to be in, and not opposed to, the best interest of the Company.


 



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(b)          The
Executive’s employment hereunder may be terminated by the Board due to the Executive’s Disability. For purposes of
this Agreement, a termination for “Disability” shall occur (i) when the Board has provided a written termination
notice to the Executive supported by a written statement from a reputable independent physician, after an appropriate examination,
to the effect that the Executive shall have become so physically or mentally incapacitated as to be unable to resume, within the
ensuing six (6) months, his employment under this Agreement by reason of physical or mental illness or injury or (ii) upon rendering
of a written termination notice by the Board after the Executive has been unable to substantially perform his duties hereunder
for ninety (90) or more consecutive days, or more than one hundred and eighty (180) days in any consecutive twelve month period,
by reason of any physical or mental illness or injury. For purposes of this Section 8(b), the Executive agrees to make himself
available and to cooperate in a reasonable examination by a reputable independent physician retained by the Company.


 


(c)          The
Executive’s employment hereunder may be terminated by the Executive for Good Reason.


 


(i)          For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s
express written consent (any of which shall constitute a “Good Reason Condition”):


 


(A)         any
material breach of this Agreement by the Company;


 


(B)         a
material reduction by the Company of the Executive’s duties, responsibilities, or authority as CFO which causes his position
with the Company to become of materially less responsibility or authority than his position as of immediately following the Effective
Date;


 


(C)         a
material reduction in Executive’s Base Salary; or


 


(D)         a
material change in the geographic location at which the Executive must perform services (which,
for purposes of this Agreement, means a relocation of the Company’s principal place of business of the Executive outside
of the New York City metropolitan area).


 


(ii)         The
Executive may terminate his employment for Good Reason for any of the reasons stated above only if (A) the Executive has provided
the Company with written notice of the asserted Good Reason Condition within ninety (90) days after its initial existence; (B)
the Company fails to cure the condition within thirty (30) days after receiving such written notice; and (C) the Executive terminates
employment within two hundred and ten (210) days following Executive’s written notice to the Company of the existence of
the Good Reason condition.


 


(d)          The
Executive’s employment may be terminated by the Company without Cause or by the Executive with or without Good Reason on
ninety (90) days prior written notice to the other party. The Company may terminate Executive’s employment for Cause immediately.


 



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9.           Compensation
upon Termination.


 


(a)          If,
during the Term, the Executive’s employment is terminated as a result of his death or Disability, the Company shall pay to
the Executive or to the Executive’s estate, as applicable, (i) his Base Salary through the date of his termination, (ii)
any benefits which Executive is eligible to receive under any Company plan (if disabled), (iii) any expense reimbursement amounts
owed the Executive, and (iv) any accrued but unpaid annual bonuses earned by the Executive prior to the date of the Executive’s
death or termination for Disability. Subject to Section 9(e), any such payments of Base Salary and accrued but unpaid annual bonus
shall be made to the Executive or to the Executive’s estate, as applicable, within sixty (60) days after his death or termination
for Disability. In addition, the Company shall pay to the Executive or the Executive’s estate, as applicable, an amount equal
to (A) the Target Bonus for the year in which the date of termination occurs, multiplied by (B) a fraction, the numerator of which
is the number of days worked by the Executive during the year in which is date of termination occurs and the denominator of which
is 365 (the “Prorated Target Bonus”). The Prorated Target Bonus shall be paid to the Executive or his estate
in a lump sum in cash within sixty (60) days after his date of termination (or such later date as may be required pursuant to Section
9(e)). In addition, any shares of Annual Restricted Stock Awards outstanding on the date of his termination shall become fully-vested
and non-forfeitable as of his date of termination. The vested portion of any stock options outstanding on the date of his termination
shall remain exercisable by the Executive for a period of twenty (24) months following the date of his termination (or, if earlier,
the normal expiration date of such stock options), and any unvested portion of outstanding stock options shall lapse and be forfeited
without consideration as of the date of termination.


 


(b)          If,
during the Term, the Executive’s employment is terminated by the Board for Cause or by the Executive without Good Reason,
or if the Executive’s employment terminates upon the expiration of the Term, then the Company shall pay to the Executive
his Base Salary through the date of his termination, any expense reimbursement amounts owed the Executive, and any accrued but
unpaid annual bonuses earned by the Executive prior to the date of the Executive’s termination. The Executive shall have
no further entitlement hereunder to any other compensation or benefits from the Company except to the extent otherwise provided
by law. Any shares of unvested Annual Restricted Stock Awards outstanding on the date of his termination shall be forfeited without
consideration as of the date of termination. The vested portion of any stock options outstanding on the date of his termination
shall remain exercisable by the Executive for a period of thirty 30 days following the date of his termination (or, if earlier,
the normal expiration date of such stock options), and any unvested portion of outstanding stock options shall lapse and be forfeited
without consideration as of the date of termination.


 



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(c)          If,
during the Term, the Executive’s employment is terminated by the Company other than as a result of the Executive’s
death or Disability and other than for reasons specified in Section 9(b) or 9(d), or if the Executive terminates his employment
for Good Reason other than as specified in Section 9(d), then, and, with respect to the payments and
benefits described in clauses (i), (ii), (iii), (vi) and (vii) below, only if within forty-five (45) days after the date of termination,
the Executive shall have executed a general release of claims and covenant not to sue in the form attached hereto as Exhibit
A, and does not revoke such release of claims and covenant not to sue, the Company shall (i) pay to the Executive a lump sum
severance payment equal to 0.5 times the sum of his Base Salary and Target Bonus, (ii) continue to provide to the Executive group
health benefits for a period of twelve (12) months following the date of termination; (iii) pay the Prorated Target Bonus; (iv)
pay any accrued but unpaid annual bonus earned by the Executive; (v) pay any expense reimbursement amounts owed the Executive;
(vi) any shares of Annual Restricted Stock Awards outstanding on the date of his termination shall become fully-vested and non-forfeitable
as of his date of termination; and (vii) any stock options outstanding on the date of his termination shall become fully-vested
and shall remain exercisable by the Executive for a period of twelve (12) months following the date of his termination (or, if
earlier, the normal expiration date of such stock options). Subject to Section 9(e), the payments specified in clauses (i), (iii),
(iv) and (v) of the preceding sentence shall be paid to the Executive in a lump sum within sixty (60) days following the Executive’s
date of termination.


 


(d)          If,
during the Term, the Executive’s employment is terminated upon or following the occurrence of a Change in Control (as defined
below) (X) by the Company (or its successor) other than as a result of the Executive’s death or Disability and other than
for reasons specified in Section 10(b), or (Y) by the Executive for Good Reason, then, provided that
within forty-five (45) days after the date of termination, the Executive shall have executed a general release of claims
and covenant not to sue in the form attached hereto as Exhibit A, and does not revoke such release of claims and covenant
not to sue, the Company (or its successor, as applicable) shall (i) pay to the Executive a lump sum severance payment equal to
one (1) times the sum of his Base Salary and Target Bonus; (ii) continue to provide to the Executive group health benefits for
a period of twelve (12) months following the Executive’s date of termination; (iii) pay the Prorated Target Bonus; (iv) pay
any accrued but unpaid annual bonus earned by the Executive prior to the date of his termination; (v) pay any expense reimbursement
amounts owed the Executive; (vi) any shares Annual Restricted Stock Awards outstanding on the date of his termination shall become
fully-vested and non-forfeitable as of the date of his termination; and (vii) any stock options outstanding on the date of his
termination shall become fully-vested and, provided that such stock options are not cancelled and cashed-out in connection with
the Change in Control (as defined below), shall remain exercisable by the Executive for twelve (12) months following the date of
his termination (or, if earlier, the normal expiration date of such stock options). Subject to Section 10(e), the payments specified
in clauses (i), (iii), (iv) and (v) shall be paid to the Executive in a lump sum within sixty (60) days following the Executive’s
date of termination. For purposes of this Agreement, “Change in Control” means and includes the occurrence of
any one of the following events but shall specifically exclude a Public Offering (as defined herein): (i) the acquisition, directly
or indirectly, following the date hereof by any person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related transactions, of securities of the Company representing
in excess of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities if
such person or his or its affiliate(s) do not own in excess of fifty percent (50%) of such voting power on the Effective
Date, but excluding an acquisition where the stockholders holding fifty percent (50%) of the voting power of the Company’s
then outstanding securities continue to hold fifty percent (50%) or more of the voting power of an entity that holds fifty percent
(50%) or more of the voting power of the Company’s then outstanding voting securities, or (ii) the future disposition by
the Company (whether direct or indirect, by sale of assets or stock, merger, consolidation or otherwise) of all or substantially
all of its business and/or assets in one transaction or series of related transactions (other than a merger effected exclusively
for the purpose of changing the domicile of the Company). For purposes of this Agreement, “Public Offering” means a
public offering of any class or series of the Company’s equity securities pursuant to a registration statement filed by the
Company under the Securities Act of 1933 Act, as amended.


 



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(e)          Notwithstanding
anything to the contrary in this Agreement, the following shall apply to any benefits provided under this Agreement that constitute
“deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”):


 


(i)          Any
payment of such benefits shall not commence in connection with the Executive’s termination of employment unless and until
the Executive has also incurred a “separation from service,” (as defined in Treasury Regulations Section 1.409A-1(h))
(“Separation from Service”) or such termination of employment is due to the Executive’s death, unless
the Company reasonably determines that such amounts may be provided to the Executive without causing the Executive to incur the
adverse personal tax consequences under Section 409A.


 


(ii)         It
is intended that (A) each installment of any such benefits be regarded as a separate “payment” for purposes of Treasury
Regulations Section 1.409A-2(b)(2)(i), (B) all payments of any such benefits satisfy, to the greatest extent possible, the exemptions
from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C)
any such benefits consisting of premiums payable under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)
also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations
Section 1.409A-1(b)(9)(v). However, if the Company determines that any such benefits constitute “deferred compensation”
under Section 409A and the Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i),
then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, (i) the
timing of such benefit payments shall be delayed until the earlier of (a) the date that is six (6) months and one (1) day after
the Executive’s Separation from Service and (b) the date of the Executive’s death (such applicable date, the “Delayed
Initial Payment Date”), and (ii) the Company shall (a) pay the Executive a lump sum amount equal to the sum of the benefit
payments that the Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment
of the benefits had not been delayed pursuant to this paragraph and (b) commence paying the balance, if any, of the benefits in
accordance with the applicable payment schedule.


 


(iii)        Whenever
in this Agreement a payment or benefit is conditioned on the Executive’s execution of a release of claims and covenant not
to sue, the Company shall provide such release to the Executive promptly following the date of termination, and such release and
covenant not to sue must be executed and all revocation periods shall have expired in accordance with terms set forth in the release,
but in no case later than sixty (60) days after the date of termination; failing which such payment or benefit shall be forfeited.
If such payment or benefit constitutes “deferred compensation” within the meaning of Section 409A of the Code, then,
subject to subsection (ii) above, such payment or benefit (including any installment payments) that would have otherwise been payable
during such 60-day period shall be accumulated and paid on the 60th day after the date of termination provided such release shall
have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the
Code, the Company may elect to make or commence payment at any time during such 60-day period.


 



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(iv)        Notwithstanding
anything in this Agreement to the contrary, any expense reimbursement or benefit provided pursuant to Section 9 shall be subject
to the following: (i) the amount of any expense reimbursement or benefit provided during the Executive’s taxable year shall
not affect any expenses eligible for reimbursement or benefit to be provided in any other taxable year; (ii) the reimbursement
of any eligible expense shall be made no later than the last day of the Executive’s taxable year that immediately follows
the taxable year in which the expense was incurred; and (iii) the right to any such expense reimbursement or benefit shall not
be subject to liquidation or exchange for another benefit.


 


(f)          This
Section 9 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with
the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments
or benefits which are not explicitly provided in Section 9.


 


(g)          The
obligations of the Company that arise under this Section 9 shall survive the expiration or earlier termination of this Agreement.


 


10.          Mandatory
Reduction of Payments in Certain Events.


 


(a)          Anything
in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the
Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the
Code (the “Excise Tax”), then, prior to the making of any Payment to Executive, a calculation shall be made
comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax, to (ii) the net benefit to Executive
if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under
(i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid
being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable,
shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest
ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the
Determination Firm (as defined in Section 10(b) below). For purposes of this Section 10, present value
shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute
Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that
constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for
purposes of determining whether and to what extent the Excise Tax will apply to such Payment.


 



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(b)          The
determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred
to Section 10(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation
consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide
detailed supporting calculations. Any determination by the Determination Firm shall
be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which Executive was entitled
to, but did not receive pursuant to Section 10(a), could have been made without the imposition of the Excise Tax (“Underpayment”).
In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the year after the year
in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.


 


(c)          In
the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section
10 shall be of no further force or effect.


 


11.          Indemnification.
The Company shall defend and indemnify the Executive in his capacity CFO of the Company to the fullest extent permitted under to
the Delaware General Corporate Law (the “DGCL”). The Company shall also establish a policy for indemnifying
its officers and directors, including but not limited to the Executive, for all actions permitted under the DGCL taken in good
faith pursuit of their duties for the Company, including but not limited to the obtaining of an appropriate level of Directors
and Officers Liability coverage and including such provisions in the Company’s by-laws or certificate of incorporation, as
applicable and customary. The rights to indemnification shall survive any termination of this Agreement.


 


12.          Miscellaneous.


 


(a)          This
Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving
effect to its principles of conflicts of laws.


 


(b)          Executive
and Company agree that any and all controversies or claims (whether contract, tort or statutory) between Executive and the Company
arising out of Executive’s employment, the termination of that employment, and any agreements previously or hereafter entered
into by Executive and Company in connection with such employment relationship, that could have been filed in a court of law (or
an administrative agency) shall be settled by final and binding arbitration. The claims covered by this Agreement include, but
are not limited to, claims for wrongful termination, wages or other compensation due, breach of contract, tort, discrimination
or harassment (including race, sex, religion, national origin, age, marital status, medical condition or disability), violation
of any public policies, and claims for violation of federal, state or other governmental law, statute, regulation or ordinance.


 


(c)          The
arbitration shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association then in effect before a single arbitrator mutually selected by the Executive and the Company. For the purpose
of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration and for purposes of
Sections 5 and 6 hereof, the parties hereby submit to the non-exclusive jurisdiction of the state or federal courts within the
State of New York, as appropriate, and agree that service of process in such arbitration or court proceedings shall be satisfactorily
made upon it if sent by registered mail addressed to it at the address referred to below in Section 12(m).


 



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(d)          The
Arbitrator shall be empowered to award any party any remedy at law or in equity that the prevailing party would otherwise have
been entitled to had the matter been litigated or pursued in a civil court or administrative forum including, but not limited to,
general, special, and punitive damages, and injunctive relief. However, the Arbitrator’s authority to award any remedy is
subject to whatever limitations, if any, exist in the applicable law on such remedies. Any award pursuant to arbitration hereunder
shall be included in a written decision that will state the legal and factual basis for the award and shall set forth the basis
for calculating any damages award. The arbitrator’s award, order or judgment shall be deemed final and binding upon the parties,
except to the extent that it is shown to be violative of the law.


 


(e)          A
demand for arbitration must be submitted within the limitations period that would be applicable in court. If either party does
not submit and serve a written demand for arbitration within the applicable statute of limitations, such failure shall constitute
an absolute bar to the institution of any proceedings in any forum, and shall constitute a waiver of any rights regarding that
claim.


 


(f)          Neither
party nor the arbitrator may disclose the existence, content or results of any arbitrations under this Agreement without the prior
written consent of all parties hereto.


 


(g)          Pending
such resolution of any claim, the Executive shall be entitled to continue to receive all payments and benefits due under this Agreement
or otherwise, unless the arbitration panel determines otherwise. Judgment on the arbitration award may be entered by any court
of competent jurisdiction.


 


(h)          Nothing
in this Agreement shall prevent the parties from agreeing voluntarily after a claim or controversy has arisen to submit such claim
or controversy to mediation or other informal settlement process. However, if the dispute is not resolved through mediation or
such other process, it shall be submitted to binding arbitration pursuant to this Agreement.


 


(i)          This
Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, legal representatives,
successors and assigns.


 


(j)          This
Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive. The Company may assign
its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially
all of its business or assets.


 


(k)          This
Agreement cannot be amended orally, or by any course of conduct or dealing, but only by a written agreement signed by the parties
hereto.


 



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(l)          The
failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance therewith, and such terms, conditions and provisions
shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed by such party.


 


(m)          All
notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall
be delivered personally or by an overnight courier service or sent by registered or certified mail, postage prepaid, return receipt
requested, to the parties at the addresses set forth on the first page of this Agreement, and shall be deemed given when so delivered
personally or by overnight courier or when actually received if sent by registered or certified mail. Each party may designate
another address, for receipt of notices hereunder by giving notice to the other party in accordance with this paragraph (m) of
this Section 12.


 


(n)          This
Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes
all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by
or liable for any alleged representation, promise or inducement not so set forth.


 


(o)          As
used in this Agreement, “affiliate” of a specified Person shall mean and include any Person controlling, controlled
by or under common control with the specified Person.


 


(p)          The
section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.


 


(q)          This
Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which together
shall constitute one and the same instrument.


 


(r)          As
used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural, shall be deemed to include the others
whenever and wherever the context so requires. Additionally, unless the context requires otherwise, “or” is not exclusive.


 


Remainder of Page Intentionally Left
Blank; Signature Page Follows


 



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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement, which shall be deemed effective as of the Commencement Date set forth herein.


 


	 	TG THERAPEUTICS, INC.
	 	 
	 	By:	/s/  Michael S. Weiss
	 	Name:	Michael S. Weiss
	 	Title: 	Chief Executive Officer and President
	 	




 


	 	SEAN A. POWER
	 	 
	 	/s/ Sean A. Power




 



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