Employment Agreement




 Exhibit 10.9 
 OPEXA THERAPEUTICS, INC. 
 2635 N. Crescent Ridge Drive

 The Woodlands, TX 77381 
 November 16, 2009 
 Jaye Thompson, Ph.D. 
 58 N. Brokenfern Drive 
 The Woodlands, TX 77380

 Dear Jaye: 
 On
behalf of Opexa Therapeutics, Inc. (the “Company”), I am pleased to offer you the full-time position of Senior Vice President, Clinical Development and Regulatory Affairs. This position currently reports to the Company’s
Chief Executive Officer (the “CEO”). This letter embodies the terms of our offer of employment to you. As explained in more detail below, your employment is contingent upon your assent to the terms and conditions set forth in
this letter and the attachments hereto. Of course, the Company may change your duties, reporting relationship, compensation, benefits and place of employment from time to time as it deems necessary. If, after careful review, the terms discussed
below and in the attachments hereto are acceptable to you, please sign this letter and the attached (i) Acknowledgement of At-Will Employment, (ii) Proprietary Information and Inventions Agreement and (iii) Agreement to Arbitrate
where indicated and return them to me. 
 1. Compensation. 
 a. Salary. You will be compensated at a base rate of $200,000 per year, less all deductions and withholdings, to be paid in
accordance with the Company’s standard payroll practices, as they may be changed from time to time. In addition, you will be eligible to receive an annual discretionary bonus of up to twenty percent (20%) of your base salary per 12-month
period (pro rated for any partial period of less than 12 months), based upon a determination by the CEO and the Company’s Board of Directors (the “Board”) of the achievement of objectives to be set from time to time by
the Board. The first measurement period for this purpose will end on approximately December 31, 2010. 
 b. Stock
Plan. Subject to approval by the Board in its discretion, you will be granted the option (the “Option”) to purchase 50,000 shares of the Company’s common stock pursuant to the Company’s stock option plan (the
“Plan”). The Option will be subject to the terms and conditions set forth in a notice of stock option grant and an accompanying stock option agreement as well as the Plan. The exercise price for the shares at issue under the
Option will be no less than their fair market value on the date of grant. 
 c. Vacation, Holidays and Sick-Leave. As a
full-time employee, you will accrue vacation in accordance with the Company’s standard policies and procedures. Holidays and sick-leave will likewise be provided in accordance with the Company’s standard policies and procedures.









 d. Benefits. As a full-time employee, you will be eligible to participate in and to
receive benefits under such plans and benefits as may be adopted by the Company. The eligibility criteria and amount and extent of benefits to which you are entitled shall be governed by each specific benefit plan (as applicable) as it may be
amended from time to time. 
 e. Six-Month Review. Following the date that is six months after the start of your
employment with the Company, you and the CEO will meet to consider the addition of severance arrangements to the terms of your employment. 
 2. Immigration Documentation. This offer is subject to your submission of an I-9 form and satisfactory documentation respecting your identification and right to work in the United States no later
than three (3) days after your employment begins. 
 3. At-Will Employment. Your employment with the Company is
“at-will.” This means that your employment with the Company is not for a specific term, and can be terminated by yourself or by the Company at any time for any reason or no reason, with or without cause and with or without
notice. Any contrary representations which may have been made or which may hereafter be made to you are superseded by this offer. Though your duties, compensation, benefits and place of employment may change over time and you may be subject to
incremental discipline that does not include a termination, none of these events change the fact that you are an “at will” employee. In addition, the fact that the rate of your salary, vesting schedule or other compensation is stated in
units of years or months and that your vacation and sick leave accrue annually or monthly does not alter the at-will nature of the employment, and does not mean and should not be interpreted to mean that you are guaranteed employment to the end of
any period of time or for any period time. Your acceptance of this offer is contingent upon your execution of the Company’s Acknowledgement of At-Will Employment, a copy of which is attached hereto as Exhibit A for your execution. This
offer letter and the attached Acknowledgement of At-Will Employment constitute the full and complete agreement between the parties regarding the “at-will” nature of your employment, and can only be modified by written
agreement signed by you and the CEO. 
 4. Proprietary Information and Inventions Agreement. Your acceptance of this
offer is contingent upon your execution of the Company’s Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit B for your execution. 
 5. Non-Compete and Outside Activities. As more fully set forth in the Company’s Proprietary Information and Inventions Agreement
(attached hereto as Exhibit B), you agree that, while serving as a full-time employee of the Company, you will not engage in any activity which is competitive with the Company. In addition, during your employment with the Company, you shall
devote your best efforts and your full business time, skill and attention to the performance of your duties on behalf of the Company. 
 6. Arbitration. Your acceptance of this offer is contingent upon your execution of the Company’s Agreement to Arbitrate, a copy of which is attached hereto as Exhibit C for your execution. As more fully set forth in the
Agreement to Arbitrate, both you and the Company agree that any controversy, claim or dispute arising out of, concerning or relating in any way to your employment with the Company or the termination thereof shall be submitted exclusively to final
and binding arbitration. 
  

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 7. Company Rules. As an employee of the Company, you will be expected to abide by the
Company’s rules and regulations. You will be required to sign an acknowledgment that you have read and understand the Company rules of conduct as provided in the Company’s Employee Handbook, which the Company will distribute. 

8. Integrated Agreement. This offer, if accepted, supersedes any prior agreements, representations or promises of any kind,
whether written, oral, express or implied between the parties hereto with respect to the subject matters herein. Likewise, the terms of this offer shall constitute the full, complete and exclusive agreement between you and the Company with respect
to the subject matters herein. This Agreement may only be changed by a writing, signed by you and an authorized representative of the Company. 
 9. Severability. If this offer is accepted, and any term herein is held to be invalid, void or unenforceable, the remainder of the terms herein shall remain in full force and effect and shall in no
way be affected; and, the parties shall use their best efforts to find an alternative way to achieve the same result. 
 If you
wish to accept employment at the Company under the terms set out above and in the enclosed Acknowledgement of At-Will Employment, Proprietary Information and Inventions Agreement and Agreement to Arbitrate, please sign and date this letter and the
enclosed documents, and return them to me. If you accept our offer, your first day of employment will be November 30, 2009. 
 This offer, if not accepted, will expire on November 18, 2009. 
 We look forward to your favorable reply and to a
productive and exciting work relationship. 
 Sincerely, 
  

			
	 /s/ Neil K Warma

	Name:	 	Neil K. Warma
	Title:	 	Chief Executive Officer and President

  

							
	Approved and Accepted:
			
	 /s/ Jaye Thompson, PhD.
	 		 	Date: November 16, 2009
	Name:	 	Jaye Thompson, Ph.D.	 		 	

  

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 EXHIBIT A 
 ACKNOWLEDGEMENT OF AT-WILL EMPLOYMENT 
 I understand and acknowledge that
my employment with Opexa Therapeutics, Inc. (the “Company”) is at-will and for no specified term. I understand that I may resign at any time, for any reason or no reason, with or without cause and with or without notice. I
further understand and agree that the Company may terminate my employment at any time, for any reason or no reason, with or without cause and with or without notice. I understand and acknowledge that this policy may only be modified in a signed,
written document executed by the CEO of the Company. 
  

			
	Date:	 	November 16, 2009
		
	 Name:
	 	Jaye Thompson, Ph.D.
		
	Signature:	 	 /s/ Jaye Thompson, PhD.










 EXHIBIT B 
 OPEXA THERAPEUTICS, INC. 
 PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT 
 (Jaye Thompson, Ph.D.) 
 Opexa Therapeutics, Inc. 
 2635 N. Crescent Ridge Drive 
 The Woodlands, TX 77381 
 Ladies and Gentlemen:

 I recognize that Opexa Therapeutics, Inc., a Texas corporation (“Opexa”), possesses a body of existing
technology and intellectual property rights and is engaged in a continuous program of research, development and production with respect to its business (present and future). 
 I understand that: 
 A. As part of my employment by Opexa (with the term “employment”, as used herein, to include any consulting relationship as well as any service as a member of the Board of Directors), I am expected to make new
contributions and inventions of value to Opexa. 
 B. My employment creates a relationship of confidence and trust between me
and Opexa and that my position places me in a unique position of access to the proprietary technology, trade secrets and research, development and business information: 
  


	 	(1)	applicable to the business of Opexa; or 

  

	 	(2)	applicable to the business of any client, partner or customer of Opexa, 

 which may be made known to me by Opexa or by any client, partner or customer of Opexa, or learned by me during the period of my employment. 
 C. Opexa possesses and will continue to possess information that has been or will be created, discovered or developed, or has or will
otherwise become known to Opexa (including, without limitation, information created, discovered, developed or made known by or to me during the period of or arising out of my employment by Opexa), and/or in which property rights have been or will be
assigned or otherwise conveyed to Opexa, which information has commercial value in the business in which Opexa is engaged. All of the aforementioned information is hereinafter called “Confidential Information.” By way of
illustration, but not limitation, Confidential Information includes all data, compilations, blueprints, plans, audio and/or video recordings and/or devices, information on computer disks, software, tapes, printouts and other printed, typewritten or
handwritten documents, specifications, strategies, systems, 








 schemas, methods, business and marketing development plans, customer, employee and supplier lists, budgets
and unpublished financial statements, licenses and license agreements, research projections, processes, techniques, designs, sequences, components, programs, technology, ideas, know-how, improvements, inventions (whether or not patentable or
copyrightable), information about operations and maintenance, trade secrets, formulae, models, patent disclosures, information regarding the skills and compensation of other employees of Opexa and other information concerning the actual or
anticipated business, research or development of Opexa or its actual or potential customers, suppliers or partners or which is or has been generated or received in confidence by or for Opexa by or from any person; and all tangible and intangible
embodiments thereof of any kind whatsoever including, where appropriate and without limitation, all compositions, machinery, apparatus, records, reports, drawings, copyright applications, patent applications, documents, samples, prototypes, models,
products and the like. 
 In consideration of my employment or continued employment, as the case may be, and the compensation
received by me from Opexa from time to time, I hereby agree as follows: 
 1. All Confidential Information shall be the sole
property of Opexa and its assigns, and Opexa and its assigns shall be the sole owner of all trade secrets, patents, copyrights and other rights in connection therewith. I hereby assign to Opexa any rights I may have or acquire in all Confidential
Information. At all times during my employment by Opexa and at all times after termination of my employment by me or Opexa for any reason (“Termination”), I will hold in confidence and trust all Confidential Information, and
I will not disclose, sell, use, lecture upon or publish any Confidential Information or anything relating to it without the prior written consent of Opexa, except as may be necessary in the ordinary course of performing my duties as an employee of
(or consultant or Director to) Opexa. 
 2. Without limiting the terms of my employment with Opexa, I agree that during the
period of my employment by Opexa I will not engage in any employment or activity in any business that is directly or indirectly competitive with Opexa or would otherwise conflict with my employment by Opexa. 
 3. All documents, data, records, apparatus, equipment, sequences, components, programs and other physical property, whether or not
pertaining to Confidential Information, furnished to me by Opexa or produced by myself or others in connection with my employment shall be and remain the sole property of Opexa and shall be returned promptly to Opexa as and when requested by Opexa.
Even should Opexa not so request, I shall return and deliver all such property upon Termination and I will not take with me any such property, any reproduction of such property or any materials or products derived from such property. I further agree
that any property situated on Opexa’s premises and owned by Opexa, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Opexa personnel at any time with or without notice. 
 4. I shall promptly disclose any outside activities or interests, including any ownership or participation in the development of Prior
Inventions (as defined in Section 8 below), that conflict or may conflict with the interests of Opexa. I understand that I am required to make such disclosures promptly if the activity or interest is related, either directly or indirectly, to
(i) an area of research, development or service of Opexa, (ii) a product candidate, 
  

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 product or product line of Opexa, (iii) a manufacturing, development or research methodology or process
of Opexa or (iv) any activity that I may be involved with on behalf of Opexa. 
 5. I shall promptly disclose to Opexa, or
any persons designated by it, all improvements, inventions, formulae, processes, programs, techniques, know-how, data and the like, whether or not patentable or copyrightable, made or conceived or reduced to practice or learned by me, either alone
or jointly with others, during the period of my employment with Opexa which are related to the business of Opexa, or result from tasks assigned to me by Opexa, or result from use of premises owned, leased or contracted for by Opexa (all said
improvements, inventions, formulae, processes, techniques, know-how, data and the like shall be collectively hereinafter called “Inventions”). Such disclosure shall continue for one year after Termination with respect to
anything that would be an Invention if made, conceived, reduced to practice or learned prior to Termination. 
 6. I agree to
keep and maintain adequate and current records (in the form of notes, sketches, documentation, drawings and in any other form that may be required by Opexa) of all Confidential Information developed by me and all Inventions made by me during the
period of my employment at Opexa, which records shall be made available to and remain the sole property of Opexa at all times. 
 7. I agree that all Inventions shall be the sole property of Opexa and its assigns, and Opexa and its assigns shall be the sole owner of all trade secrets, patents, copyrights and other rights in connection therewith and all Confidential
Information with respect thereto. I hereby assign to Opexa any and all rights I may have or acquire in all Inventions, including all rights that may be known as or referred to as “moral rights.” I further agree as to all Inventions to
assist Opexa in every proper way (but at Opexa’s expense) to obtain and from time to time enforce patents and copyrights on Inventions in any and all countries, and to that end I will execute all documents for use in applying for and obtaining
such patents and copyrights thereon and enforcing the same, as Opexa may desire, together with any assignments thereof to Opexa or persons designated by it. My obligation to assist Opexa in obtaining and enforcing patents and copyrights for the
Inventions in any and all countries shall continue beyond Termination, but Opexa shall compensate me at a reasonable rate after Termination for time actually spent by me at Opexa’s request on such assistance. In the event that Opexa is unable
for any reason whatsoever to secure my signature to any lawful and necessary document required to apply for or execute any patent or copyright application with respect to Inventions (including renewals, extension, continuations, divisions,
continuations in part or preservation of rights in respect thereof), I hereby irrevocably designate and appoint Opexa and its duly authorized officers and agents, as my agents and attorneys-in-fact to act for and in my behalf and instead of me, to
execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents or copyrights thereon with the same legal force and effect as if executed by me. 
 8. As a matter of record I have identified on Annex 1 hereto a complete list of all inventions or improvements relevant to the
subject matter of my employment by Opexa which have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by Opexa (“Prior Inventions”) which I
desire to remove from the operation of this Agreement. If disclosure of any such Prior Invention would cause me to violate any prior 
  

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 confidentiality agreement, I understand that I am not to list such Prior Invention on Annex 1 but am
only to disclose a cursory name for each such Prior Invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Prior Inventions has not been made for that reason. I represent that my list of Prior
Inventions is complete. If no such list of Prior Inventions is identified, I represent that I have made no such Prior Inventions at the time of the commencement of my employment by Opexa. Notwithstanding the foregoing, and without limiting the other
provisions of this Agreement, I agree that (i) any improvements or new inventions to the item(s) so identified on such list (if any) shall be treated as Inventions for purposes of this Agreement if the provisions of Section 5 above are
otherwise applicable and (ii) if, in the course of my employment with Opexa, I incorporate a Prior Invention into an Opexa product, process, application, machine or invention, Opexa is hereby granted and shall have a nonexclusive, royalty-free,
irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit
to be incorporated, Prior Inventions in any Opexa product, process, application, machine or invention without Opexa’s prior written consent. 
 9. I represent that my performance of all the terms of this Agreement and that my employment by Opexa does not and will not breach or constitute an event of default under any agreement (i) obligating
me to keep in confidence proprietary information acquired by me in confidence or in trust prior to, or at any point throughout, my employment by Opexa, (ii) obligating me to assign to or protect for the benefit of any third party any
proprietary information or any improvement, invention, formulae, process, program, technique, know-how or data or (iii) that is designed in any way to limit my employment or activity in any business in which I may compete, directly or
indirectly, with any other business, or which might by application have such an effect. I have not entered into, and I agree that I will not enter into, any agreement (either written or oral) in conflict herewith. 
 10. I understand, acknowledge and agree that, as part of the consideration for my employment or continued employment by Opexa, I have not
brought and will not bring with me to Opexa or use in the performance of my responsibilities at or for Opexa any equipment, supplies, facilities, trade secrets or other proprietary information of any former employer which are not generally available
to the public, unless I have obtained (and provide herewith to Opexa a copy of) written authorization for their possession and use. 
 11. I also understand that, during the course of my employment by Opexa, I am not to breach any obligation of confidentiality that I have to others, and I agree that I shall fulfill all such obligations during my employment by Opexa. A copy
of any document reflecting any such obligation, or a description thereof if no document is available, is provided herewith to Opexa. 
 12. I agree that during the term of my employment with Opexa and for a period of twelve (12) months after Termination, I will not directly or indirectly: (i) induce or attempt to induce any employee or consultant of Opexa to leave
the employ of Opexa or to otherwise end such employee’s or consultant’s relationships with Opexa or (ii) other than on behalf of Opexa, induce or attempt to induce any other person to terminate a relationship with Opexa. 

 

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 13. After Termination, I hereby consent to the notification of my new employer (if any) of
my rights and obligations under this Agreement. 
 14. I acknowledge that, due to the uniqueness of my relationship with Opexa,
Opexa would not have an adequate remedy at law for money damages in the event that this Agreement is not fully performed in accordance with its terms. I agree that in addition to any other rights and remedies available to Opexa for any breach by me
of my obligations hereunder, Opexa shall be entitled to enforcement of my obligations hereunder by court injunction (without the posting of a bond or other security), specific performance or other appropriate equitable relief. 
 15. If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If,
moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law as it shall then appear. 
 16. If applicable, this Agreement does
not apply to ideas or inventions for which no equipment, supplies, facility or trade secret information of Opexa were used and which were developed entirely on my own time, and (i) which do not relate at the time of conception or reduction to
practice of the invention (a) to the actual business of Opexa, or (b) to Opexa’s actual or demonstrably anticipated research or development, or (ii) which do not result from any work performed by me for Opexa. Notwithstanding the
foregoing, I shall disclose in confidence to Opexa any invention in order to permit Opexa to make a determination as to compliance by me with the terms and conditions of this Agreement. 
 17. This Agreement shall be effective as of the first day of my employment by Opexa and shall survive Termination. The term
“employment” and the term or duration of my employment, as used herein and for purposes of this Agreement, shall include, without limitation, any consulting relationship or service pursuant to a directorship between myself
and Opexa (including, if applicable, any such relationship which may follow the termination of my status as an employee of Opexa or which may precede my status as an employee of Opexa). Accordingly, notwithstanding any other provision of this
Agreement to the contrary (and without limitation), a “Termination” shall not be deemed to have occurred if a consulting relationship or directorship persists following the termination of my status as an employee of Opexa (if
applicable). 
 18. The term Opexa, as used herein, shall include (i) Opexa, (ii) any predecessor or successor to
Opexa or its business or assets, (iii) any subsidiary or affiliate of Opexa or any such predecessor or successor and (iv) any predecessor or successor to any such subsidiary or affiliate or its business or assets. 
 19. This Agreement shall be binding upon me, my heirs, executors, assigns and administrators and shall inure to the benefit of Opexa, its
successors and assigns. 
  

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 20. This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Texas, without regard to the conflicts of law principles thereof. 
 I have read this Agreement carefully and
understand its terms. The list of Prior Inventions attached on Annex 1 is complete. 
 Dated as of: November 16, 2009


			
		
	Signature:	 	/s/ Jaye Thompson, PhD.
		 	Jaye Thompson, Ph.D.


 Accepted and Agreed to

 as of November 16, 2009 
 OPEXA THERAPEUTICS, INC. 

			
		
	By:	 	/s/ Neil K Warma
	Name:	 	Neil K. Warma
	Its:	 	President & CEO

  

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 Annex 1 
 (Jaye Thompson, Ph.D.) 
 Prior Inventions 
  

	(a)	Prior Inventions. Except as set forth in part (b) below, the following is a complete list of all Prior Inventions (as defined in Section 8 of the
Proprietary Information and Inventions Agreement to which this Exhibit is attached) relevant to the present business of Opexa: 

 x None. 
  ̈ See below. 
  

	
	  

	  

	  

	  

	  

	  

	  

	  

	  

	  


  ̈ Additional sheets attached. 
  

	(b)	Confidential Prior Inventions. Due to a prior confidentiality agreement, I cannot complete the disclosure with respect to the inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies): 

  

							
		  	Invention or Improvement	    	Party(ies)	    	Relationship
				
	 1.
	  	  
	    	  
	    	  

	 2.
	  	  
	    	  
	    	  

	 3.
	  	  
	    	  
	    	  

	 4.
	  	  
	    	  
	    	  

	 5.
	  	  
	    	  
	    	  


  ̈ Additional Sheets Attached. 








 EXHIBIT C 
 AGREEMENT TO ARBITRATE 
 I, Jaye Thompson, Ph.D. (the
“Employee”), and Opexa Therapeutics, Inc. (the “Company”), hereby enter into this agreement to arbitrate (the “Agreement”). 
 The parties hereto agree that, except as noted below, any controversy, claim or dispute arising out of, concerning or relating in any way to
the Employee’s employment with the Company or the termination thereof, whether arising in tort, contract or pursuant to a statute, regulation or ordinance now in existence or which may in the future be enacted or recognized (the
“Claims”) shall be submitted exclusively to final and binding arbitration. The parties hereto understand and agree that by entering into this Agreement they are waiving their respective right to bring such Claims to court,
including any right to a jury trial.  
 The Claims subject to this Agreement include, but are not limited to:
(a) claims for fraud, promissory estoppel, fraudulent inducement of contract or breach of contract or contractual obligation, whether such alleged contract or obligation be oral or written, express or implied by fact or law; (b) claims for
wrongful termination of employment, wrongful termination in violation of public policy and constructive discharge, infliction of emotional distress, misrepresentation, interference with contract or prospective economic advantage, defamation, unfair
business practices, and any other tort or tort-like causes of action relating to or arising from the employment relationship; (c) claims for discrimination, harassment, or retaliation under any and all federal, state, or municipal statutes,
regulations, or ordinances (including, but not limited to, Title VII of the Civil Rights Act of 1965, the Americans With Disabilities Act and the Age Discrimination in Employment Act) as well as claims for violation of any other federal, state, or
municipal statute, regulation, or ordinance, except as set forth herein; (d) claims for wages, commissions, bonuses, severance, employee benefits, stock options and the like, whether such claims are based on alleged express or implied contract
or obligation, equity, the Texas Labor Code, the Fair Labor Standards Act, the Employee Retirement Income Securities Act or any other federal, state, or municipal laws concerning wages, compensation or employee benefits; (e) claims arising out
of or relating to the grant, exercise, vesting and/or issuance of equity in the Company or options to purchase equity in the Company; and (f) claims concerning the validity, infringement, enforceability or misappropriation of any trade secret,
patent right, copyright, trademark, or any other intellectual or confidential property held or sought by the Employee or the Company, including claims alleged by Employee or the Company that arise under the Company’s Proprietary Information and
Inventions Agreement regarding such intellectual or confidential property. 
 Notwithstanding the above: (a) nothing in
this Agreement shall be construed as limiting the Employee’s right to file a claim with or seek the assistance of the Equal Employment Opportunity Commission, or any similar state agency, however, any claim that cannot be 








 resolved administratively shall be subject to this Agreement; (b) the following disputes and claims are
not covered by this Agreement and shall therefore be resolved by both parties in any appropriate forum, including courts of law, as required by the laws then in effect: (i) claims for workers’ compensation benefits; (ii) claims for
unemployment insurance benefits; and (iii) claims for state or federal disability insurance benefits; and (c) neither party waives the right to seek through judicial process, preliminary injunctive relief to preserve the status quo or
prevent irreparable injury before the matter can be heard in arbitration. 
 The arbitration provided under this Agreement shall
be conducted by a single arbitrator in accordance with the then-current rules issued by the American Association (“AAA”) for the resolution of employment disputes, which rules are incorporated herein by reference. The parties
understand and agree that the arbitration shall take place in The Woodlands, Texas, or, at the Employee’s option, in the county in which the Employee primarily worked with the Company at the time the arbitrable dispute or claim arose.

 Both the Employee and the Company have the right to be represented by counsel of their choice. Each party shall be
responsible for his/her/its own attorneys’ fees, except as provided by law. The Company will pay the arbitrator’s fee for the proceeding, as well as any administrative, room or other charges required by AAA. However, each party shall be
responsible for all costs associated with discovery which that party initiates, e.g., depositions, except that a party or third-party witness being deposed shall be responsible for the cost of a copy of the transcript if he/she/it chooses to
order a copy. 
 The arbitrator shall issue a written arbitration decision or award stating the arbitrator’s essential
findings and conclusions upon which the decision or award is based. The decision or award of the arbitrator shall be final and binding upon the parties. The arbitrator shall have the power to award any type of legal or equitable relief that would be
available in a court of competent jurisdiction including, but not limited to, costs, attorneys’ fees, and punitive damages when such damages and fees are available under the applicable statute and/or judicial authority. Either party may file
pre-hearing motions directed at the legal sufficiency of a claim or defense equivalent to a demurrer or summary judgment prior to the arbitration hearing. The arbitrator’s decision or award may be entered as a judgment or order in any court of
competent jurisdiction. 
 The parties agree to file any demand for arbitration within the time limit established by the
applicable statute of limitations for the asserted claims or within one year of the conduct that forms the basis of the claim if no statutory limitation is applicable. Failure to demand arbitration within the prescribed time period shall result in
waiver of said claims. The parties further agree that nothing in this Agreement relieves either of them from any obligation they may have to exhaust certain administrative remedies before arbitrating any claims or disputes under this Agreement.

 The parties understand and agree that neither the terms nor the conditions described in this Agreement are intended to create
a contract of employment for a specific duration of time or to limit the circumstances under which the Employee’s employment may be terminated. 
  

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 This is the complete agreement between the Employee and the Company on the subject of the arbitration of
disputes. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject. This Agreement shall be governed by and shall be interpreted in accordance with the laws of the State of Texas. The terms of this
Agreement may not be orally modified. This Agreement can be modified only by a written document signed by the CEO of the Company and the Employee. The parties hereto further agree that this Agreement shall survive the termination of the
Employee’s employment. 
 In the event that any provision of this Agreement is determined by the arbitrator or by a court of competent
jurisdiction to be illegal, invalid, or unenforceable to any extent, such term or provision shall be enforced to the extent permissible under the law and all remaining terms and provisions hereof shall continue in full force and effect. 

Both parties acknowledge, represent and warrant that they are knowingly and voluntarily entering into this Agreement, that they have or may consult
with an attorney concerning the terms of this Agreement, and understand that by entering into this Agreement they are agreeing to waive a jury trial as to all Claims. 
  

					
	EMPLOYEE	 		 	OPEXA THERAPEUTICS, INC.
			
	 /s/ Jaye Thompson, PhD.
 Signature
	 		 	 /s/ Neil K Warma
 Signature

			
	 November 16, 2009
 Date
	 		 	 November 16, 2009
 Date

			
	 Jaye Thompson, Ph.D.
 Print Name
	 		 	 Neil K. Warma
 Print Name

			
		 		 	 President and CEO             

Title