Exhibit 10.4


 


APTOSE BIOSCIENCES INC.





EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment Agreement (the ''Agreement'"),
made between Aptose Biosciences Inc. (the "Company") and Jotin Marango, M.D., Ph.D. ("Executive,"
and together with the Company, the "Parties"), is effective as of June 3, 2019 (the "Effective
Date").


 


WHEREAS, the Company desires for Executive
to commence employment with the Company and wishes to provide Executive with certain compensation and benefits in return for such
employment; and


WHEREAS, Executive wishes to
be employed by the Company and to provide personal services to the Company in return for certain compensation and benefits;


Now,
THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:


		1.	Employment by the Company.



 


1.1              
Position. Executive shall serve as the Company's Senior Vice President, Chief Business Officer. While employed by the
Company, Executive will devote Executive's best efforts and substantially all of Executive's business time and attention to the
business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities permitted
by the Company's general employment policies.


 


1.2              
Duties and Location. Executive shall perform such duties as are required by the Company's Chief Executive Officer, to
whom Executive will report. In the event of the Chief Executive Officer's incapacity or unavailability, Executive will report to
the Board of Directors of the Company (the "Board"). Executive's primary office location shall be the Company's
executive office located at 12270 High Bluff Drive, Suite 120, San Diego, California 92130, however it is agreed that Executive
will be working remotely for a period of seven (7) months after the Effective Date, after which the Parties will define a mutually
agreed upon timetable (the "Relocation Schedule") for Executive's move to the Greater San Diego, California
area (the “Relocation Area”). The Company reserves the right to reasonably require Executive to perform
Executive's duties at places other than Executive's primary office location from time to time, and to require reasonable business
travel. The Company may modify Executive's job title and duties as it deems necessary and appropriate in light of the Company's
needs and interests from time to time.


 


1.3              
Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment
policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company's
general employment policies or practices, this Agreement shall control.


 


		2.	Compensation.



 


2.1              
Base Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of U.S. $390,000
per year (the "Base Salary"). The Base Salary will be payable in accordance with the Company's regular
payroll schedule. Executive's Base Salary shall be subject to review annually by and at the sole discretion of the Board or its
designee.






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2.2              
Bonus. Executive will be eligible for an annual discretionary bonus of up to forty percent (40%) of Executive's then
current Base Salary (the "Annual Bonus"). Whether Executive receives an Annual Bonus for any given fiscal
year, and the amount of any such Annual Bonus, will be determined in the good faith discretion of the Board or its designee based
upon the Company's and Executive's achievement of objectives and milestones to be determined on an annual basis by the Board or
its designee. Any such Annual Bonus will be paid prior to the fifteenth (15th) day of the third (3rd) month
following the close of the Company's fiscal year to which such Annual Bonus relates. Except as otherwise provided in Section 6.2
herein, the Company’s payment, and the amount, of any such Annual Bonus shall be in the sole discretion of the Company, and
any such Annual Bonus will not be deemed earned unless Executive is an employee of the Company in good standing on the dates the
Annual Bonus is determined and paid.


3.                  
Standard Company Benefits. Executive shall, in accordance with Company policy and the terms and conditions of the applicable
Company benefit plan documents, be eligible to participate in the benefit and fringe benefit programs provided by the Company to
its U.S. based executive officers and other employees from time to time, including, without limitation, vacation. Executive shall
be entitled to four (4) weeks of vacation per year, which will accrue in accordance with Company policy.


 


4.                  
Expenses. 


 


4.1              
Business Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred
by Executive in furtherance or in connection with the performance of Executive's duties hereunder, in accordance with the Company's
expense reimbursement policy as in effect from time to time.


 


4.2              
Relocation Benefit. Executive acknowledges that, as an express condition of his employment, and his continuing employment
by the Company, Executive will relocate to the Relocation Area in accordance with the Relocation Schedule determined pursuant to
Section 1.2.


 


(i)                
The Company will reimburse Executive for certain reasonable, documented out-of-pocket expenses incurred as a result of Executive's
permanent relocation to the Relocation Area, up to a maximum total reimbursement amount of $30,000 (the "Relocation
Reimbursement"). In order to qualify for the Relocation Reimbursement, Executive must remain an employee in good standing
of the Company as of the date that the applicable cost or expense is incurred.


 


(ii)              
Executive will be reimbursed only for actual relocation expenses incurred, up to the maximum reimbursement noted in Section
4.2(i). Executive will be solely responsible for any relocation expenses exceeding the Relocation Reimbursement, and the Company
will not be obligated to provide any additional or other relocation benefits or relocation assistance to Executive except as set
forth in this Section 4.2. Executive's right to this reimbursement is subject to timely submission of appropriate documentary evidence
of expenses incurred in accordance with the Company's reimbursement policies in effect from time to time. The Company will withhold
from any such reimbursements the applicable income and employment tax withholdings, as Executive will be responsible for paying
any taxes on these expense reimbursements to the extent that they are taxable income under applicable tax law. Any Relocation Reimbursements
provided under this provision will be paid within thirty (30) days after the date Executive submits receipts for the expenses,
provided Executive submits those receipts within sixty (60) days after Executive incurs the expense.


 






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(iii)            
If, prior to the two (2) year anniversary of the Effective Date, Executive's employment is terminated by Executive other
than for Good Reason (as defined below), or the Company terminates Executive's employment for Cause (as defined below), Executive
must repay a portion of the amount of the Relocation Reimbursement paid to Executive to the Company, on or within thirty (30) days
after the employment termination date, prorated based on Executive's length of continued employment with the Company (e.g., if
Executive is employed for one year at the time of termination and the Relocation Reimbursement was $10,000, Executive shall repay
one-half of the Relocation Reimbursement to the Company—i.e., $5,000). Executive hereby agrees that, pursuant to applicable
law, any such repayment obligation will be recovered from Executive's final paycheck and any other amounts owed to Executive by
the Company from and after Executive's termination date.


 


4.3              
Deadline for Reimbursements. Any amounts payable under this Section 4 shall be made in accordance with Treasury Regulation
Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of Executive's taxable year following the taxable year in
which Executive incurred the expenses. The amounts provided under this Section 4 during any taxable year of Executive's
will not affect such amounts provided in any other taxable year of Executive's, and Executive's right to reimbursement for such
amounts shall not be subject to liquidation or exchange for any other benefit.


 


5.                  
Equity. 


 


5.1              
Subject to approval by the Board, and pursuant to the Company’s equity plan (the “Plan”),
the Company shall grant Executive an award of options to purchase 320,000 shares of the Company’s common stock, at an exercise
price equal to the stock’s fair market value per share on the date of grant (the “Option”). The
Option will be subject to the terms and conditions of the Plan, and the corresponding grant notice and stock option agreement,
and will be subject to the Company's standard four-year vesting schedule.


 


5.2              
Subject to approval by the Board, and pursuant to the Plan, the Company shall grant Executive an award of 80,000 restricted
stock units (“RSUs”). Each RSU will evidence the right to receive one common share in the capital of
the Company. The RSUs will be subject to the terms and conditions of the Plan, and the corresponding grant notice and RSU agreement.
One-half, or 40,000, of the RSUs shall be fully vested 3 months from the date of grant and one-half, or 40,000, of the RSUs shall
vest on the first anniversary of the date of Executive's commencement of employment.


 


6.                 
Termination of Employment; Severance.


 


6.1              
At-Will Employment. Executive's employment relationship is at-will. Either Executive or the Company may terminate the
employment relationship at any time, with or without Cause (as defined below) or advance notice. If Executive's employment terminates
for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided
in this Agreement. Upon any termination of Executive's employment, in addition to any severance benefits to which Executive may
be entitled under Section 6.2 below, the Company shall pay to Executive (a) his or her fully earned but unpaid base salary, through
the date of termination at the rate then in effect, plus (b) all accrued but unpaid vacation, plus (c) all other amounts to which
Executive is entitled under any compensation plan or practice of the Company at the time of termination in accordance with the
terms of such plans or practices, including, without limitation, any continuation of benefits required by COBRA or applicable law
(together, the "Accrued Obligations").


 


6.2             
Termination Without Cause; Resignation for Good Reason.


 






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(i)                   
The Company may terminate Executive's employment with the Company at any time without Cause (as defined in Section 10.1
below). Further, Executive may resign at any time for Good Reason (as defined in Section 10.2 below).


 


(ii)                
In the event Executive's employment with the Company is terminated by the Company without Cause (and other than as a result
of Executive's death or Permanent Disability (as defined in Section 6.3(i) below)), or Executive resigns for Good Reason, then
provided that Executive satisfies the Release Requirement in Section 7 herein, and remains in compliance with the terms of this
Agreement and the Confidentiality Agreement, the Company shall provide Executive with the following "Severance Benefits":


 


(a)               
A lump sum cash payment equal to Executive's annual Base Salary (i.e., a full payment of one year’s salary
at the Base Salary rate) at the time of employment termination (without giving effect to any reduction in Base Salary that would
give Executive the right to resign for Good Reason) to be paid by the Company on the first payroll date following the Effective
Date of the Release, but in no event more than seventy-five (75) days following the date of Executive's termination of employment.


 


(b)              
A lump sum cash payment in an amount equal to the average of the Annual Bonus payments Executive received from the Company
during the last three years of employment completed prior to the year of the employment termination (or such lesser number of years
of employment completed by Executive prior to the year of the employment termination if Executive has not yet been employed for
three full years prior to the year of the employment termination), pro-rated based on the number of days Executive worked during
the fiscal year of the employment termination, divided by 365, to be paid by the Company on the first payroll date following the
Effective Date of the Release, but in no event more than seventy-five (75) days following the date of Executive's termination of
employment.


 


(c)               
If the Company has previously established a group health plan in which Executive participates prior to Executive's termination
and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the full amount of
such COBRA premiums for himself or herself and his or her covered dependents (on a monthly basis) for a period of up to twelve
(12) months following the date of termination; provided, that, if and to the extent that any benefit described in this Section
6.2(ii)(c) is not or cannot be paid or provided under any Company plan or program without penalties or adverse tax consequences
to the Company or for any other reason, as determined by the Company in its sole discretion, then the Company shall pay Executive
a fully taxable cash payment equal to the COBRA premium for each month that such benefits cannot be so paid or provided by the
Company for a period of up to twelve (12) months following the date of termination; provided, further, that the COBRA payments
or, if applicable, the taxable monthly payment discussed above, shall terminate on the earliest to occur of (A) the close of the
12-month period following the termination of Executive's employment; (B) the expiration of Executive's (or Executive's dependents')
eligibility for coverage under COBRA; and (C) the date when Executive becomes eligible for group health insurance coverage in connection
with new employment or self-employment. If Executive becomes eligible for coverage under another employer's group health plan or
otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(ii)(c), Executive must immediately
provide written notice to the Company of such event, and the Company-provided COBRA payments, or if applicable, the monthly payments
under this Section 6.2(ii)(c) shall immediately cease.


 






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(iii)            
Furthermore, in the event Executive's employment with the Company is terminated by the Company pursuant to Section 6.2(ii),
in either case, within sixty (60) days immediately preceding or twelve (12) months immediately following the consummation of a
Change in Control (as defined below), then, in lieu of (and not additional to) the severance benefits described in Section 6.2(ii),
and provided that Executive satisfies the Release Requirement in Section 7 herein and remains in compliance with the terms of this
Agreement and the Confidentiality Agreement, the Company shall instead provide Executive with the following benefits (the "Change
in Control Severance Benefits"). For the avoidance of doubt: (A) in no event will Executive be entitled to severance
benefits under Section 6.2(ii) and this Section 6.2(iii), and (B) if the Company has commenced providing severance benefits to
Executive under Section 6.2(ii) prior to the date that Executive becomes eligible to receive Change in Control Severance Benefits
under this Section 6.2(iii), the benefits previously provided to Executive under Section 6.2(ii) of this Agreement shall reduce
the severance benefits provided under this Section 6.2(iii):


 


(a)               
A lump sum cash payment in an amount equal to eighteen (18) months of Executive's annual Base Salary (without giving effect
to any reduction in Base Salary that would give Executive the right to resign for Good Reason), to be paid in a single lump sum
during the first payroll date following the later of (i) the Effective Date of the Release or (ii) if Executive's termination of
employment occurs prior to a Change in Control, the date of such Change in Control, but in no event more than seventy-five (75)
days following the date of Executive's termination of employment.


 


(b)              
A lump sum cash payment in an amount equal to 150% of the average of the Annual Bonus payments Executive received from the
Company during the last three years of employment completed prior to the year of the employment termination (or such lesser number
of years of employment completed by Executive prior to the year of the employment termination if Executive has not yet been employed
for three full years prior to the year of the employment termination), pro-rated based on the number of days Executive worked during
the fiscal year of the employment termination, divided by three hundred sixty-five (365), to be paid by the Company on the first
payroll date following the later of (i) the Effective Date of the Release or (ii) if Executive's termination of employment occurs
prior to a Change in Control, the date of such Change in Control, but in no event more than seventy-five (75) days following the
date of Executive's termination of employment.


 


(c)               
If the Company has previously established a group health plan in which Executive participates prior to Executive's termination
and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the full amount of
such COBRA premiums for himself or herself and his or her covered dependents (on a monthly basis) for a period of up to twelve
(12) months following the date of termination; provided, that, if and to the extent that any benefit described in
this Section 6.2(iii)(c) is not or cannot be paid or provided under any Company plan or program without penalties or adverse tax
consequences to the Company or for any other reason, as determined by the Company in its sole discretion, then the Company shall
pay Executive a fully taxable cash payment equal to the COBRA premium for each month that such benefits cannot be so paid or provided
by the Company for a period of up to twelve (12) months following the date of termination; provided, further, that the COBRA
payments or, if applicable, the monthly payment discussed above, shall terminate on the earliest to occur of (A) the close of the
12-month period following the termination of Executive's employment; (B) the expiration of Executive's (or Executive's covered
dependents) eligibility for coverage under COBRA; and (C) the date when Executive becomes eligible for group health insurance coverage
in connection with new employment or self-employment. If Executive becomes eligible for coverage under another employer's group
health plan or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(iii)(c), Executive
must immediately provide written notice to the Company of such event, and the Company-provided COBRA payments, or if applicable,
the monthly payments under this Section 6.2(iii)(c) shall immediately cease.


 






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(d)              
Notwithstanding anything to the contrary set forth in the Company's equity plan or form of award agreement, effective as
of Executive's employment termination date, the vesting and exercisability of all then outstanding unvested Stock Awards then held
by Executive shall accelerate such that all shares become immediately vested and exercisable, if applicable, by Executive upon
such termination and shall remain exercisable, if applicable, following Executive's termination as set forth in the applicable
equity award documents.


 


6.3              
Termination for Cause; Resignation Without Good Reason; Death or Permanent Disability.


 


(i)                
The Company may terminate Executive's employment with the Company for Cause. Further, Executive may resign at any time without
Good Reason. Executive's employment with the Company will also terminate automatically upon Executive's death. Executive's employment
may also be terminated following Executive's "Permanent Disability." For purposes of this Agreement, “Permanent
Disability” shall be deemed to have occurred if Executive shall become physically or mentally incapacitated or disabled
or otherwise unable fully to discharge his duties hereunder for a period of ninety (90) consecutive calendar days or for one hundred
twenty (120) calendar days in any one hundred eighty (180) calendar-day period. The existence of Executive's Permanent Disability
shall be determined by the Company on the advice of a duly licensed physician reasonably acceptable to the Company and Executive.


 


(ii)              
If Executive resigns without Good Reason, or the Company terminates Executive's employment for Cause, or upon Executive's
death or following Executive's Permanent Disability, then (a) Executive will no longer vest in his or her Stock Awards, (b) all
payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned
and the Accrued Obligations), and (c) Executive will not be entitled to any severance benefits, including (without limitation)
the Severance Benefits and Change in Control Benefits listed in Sections 6.2(ii) and 6.2(iii). In addition, Executive shall resign
from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its
affiliates, each effective on the date of termination. In the event of Executive's death or Permanent Disability, Executive, or
his estate or heirs, as the case may be, shall also be entitled to any life insurance or disability benefits provided under the
Company's benefit plans in which Executive participates, subject to the terms and conditions of such plans.


 


7.                  
Conditions to Receipt of Severance Benefits and Change in Control Severance Benefits. Notwithstanding the foregoing,
to be eligible for any of the Severance Benefits or Change in Control Severance Benefits, on or within sixty (60) days following
the termination of employment, Executive must satisfy the requirement (the "Release Requirement") to return
to the Company a signed and dated general release of all known and unknown claims in a form acceptable to the Company (the "Release
and Waiver") and allow that Release and Waiver to become effective in accordance with its terms (such date, the "Effective
Date of the Release"). No Severance Benefits or Change in Control Severance Benefits will be paid hereunder prior
to the Effective Date of the Release. Accordingly, if Executive breaches the preceding sentence and/or refuses to sign and deliver
to the Company an executed Release and Waiver within the foregoing time period or signs and delivers to the Company the Release
and Waiver but exercises his or her right, if any, under applicable law to revoke the Release and Waiver (or any portion thereof),
then Executive will not be entitled to any severance, payment or benefit under this Agreement.


 






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8.                  
Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy,
to the greatest extent possible, the exemptions from the application 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"), provided under Treasury Regulations l.409A-1(b)(4), 1.409A- l (b)(5) and 1.409A-l (b)(9),
and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not
so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes
of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive's
right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall
be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all
times be considered a separate and distinct payment. Notwithstanding anything herein to the contrary, to the extent any payments
to Executive pursuant to this Agreement (including the Severance Benefits or Change in Control Severance Benefits) constitute “non-qualified
deferred compensation” subject to Section 409A of the Code, then, to the extent required by Section 409A of the Code (including,
without limitation, to secure an exemption from or to comply with Section 409A), no amount shall be payable pursuant to such sections
unless Executive's termination of employment constitutes a “separation from service” with the Company (as defined under
Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a "Separation from
Service"). Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company
at the time of Executive's Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i),
and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are
deemed to be "deferred compensation", then to the extent delayed commencement of any portion of such payments is required
in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section
409A, such payments shall not be provided to Executive prior to the earliest of (a) the expiration of the six-month and one day
period measured from the date of Executive's Separation from Service with the Company, (b) the date of Executive's death or (c)
such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following
the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall
be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable
agreement. No interest shall be due on any amounts so deferred. If any severance benefits provided under this Agreement constitute
"non-qualified deferred compensation" under Section 409A, any such severance benefits shall not be paid, or in the case
of installments shall not commence payment, until the sixtieth (60th) day following the Executive's Separation from
Service (the "Initial Payment Date"), regardless of when the Release actually becomes effective (and any
payments scheduled to be made prior to such Initial Payment Date shall instead accrue and be paid in a single lump sum on such
Initial Payment Date) and the remaining payments shall be made as provided in this Agreement.


 



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		9.	Section 280G; Limitations on Payment.



 


9.1              
If any payment or benefit Executive will or may receive from the Company or otherwise (a "280G Payment")
would (a) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (b) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then any such 280G
Payment provided pursuant to this Agreement (a "Payment") shall be equal to the Reduced Amount. The "Reduced
Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after
reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever
amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and
local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's
receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is
determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the "Reduction
Method") that results in the greatest economic benefit for Executive. If more than one method of reduction will result
in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method").


 


9.2              
Notwithstanding any provision of Section 9.1 to the contrary, if the Reduction Method or the Pro Rata Reduction Method
would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject
to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be
modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification
shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis;
(B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be
reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are
"deferred compensation" within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are
not deferred compensation within the meaning of Section 409A.


 


9.3                  
Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by
the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction
shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Change in Control transaction, the Company shall appoint a nationally recognized
accounting or law firm to make the determinations required by this Section 9. The Company shall bear all expenses with respect
to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable
efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together
with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which
Executive's right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company)
or such other time as requested by Executive or the Company.


 






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9.4              
If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 9.1 and
the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees
to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 9.1) so
that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined
pursuant to clause (y) of Section 9.1, Executive shall have no obligation to return any portion of the Payment pursuant to the
preceding sentence.


 


		10.	Definitions.



 


10.1           
Cause. For purposes of this Agreement, "Cause" for termination will mean: (a) Executive's commission
of any felony or commission of a crime involving dishonesty; (b) Executive's participation in any fraud against the Company;
(c) a material breach of Executive's duties to the Company; (d) Executive's persistent unsatisfactory performance of his job duties;
(e) Executive's intentional damage to any property of the Company; (f) Executive's misconduct, or other violation of Company policy
that causes harm to the Company; and (g) Executive's breach of any material provision of this Agreement or any other written agreement
between Executive and the Company; provided, however, that prior to the determination that “Cause” under
this Section 10.1 has occurred, the Company shall (i) provide to Executive a written notice providing, in reasonable detail, the
reasons for the determination that such “Cause” exists, (ii) other than with respect to clause (a) above, afford Executive
a reasonable opportunity to remedy any such event or breach (if deemed curable), (iii) provide Executive an opportunity to be heard
prior to the final decision to terminate Executive's employment hereunder for such “Cause” and (iv) make any decision
that such “Cause” exists in good faith.


 


10.2           
Good Reason. For purposes of this Agreement, Executive shall have "Good Reason" for resignation
from employment with the Company if any of the following actions are taken by the Company without Executive's prior written consent:
(a) a material reduction in Executive's Base Salary, other than in connection with an across-the-board decrease of base salaries
applicable to all senior executives of the Company; (b) a material reduction in Executive's duties (including responsibilities
and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed
a "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or
(c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute from the Executive’s
residence (after the relocation agreed by Executive and the Company in Section 1.2) by more than fifty (50) miles as compared to
Executive's then-current principal place of employment immediately prior to such relocation. In order for Executive to resign for
Good Reason, each of the following requirements must be met: (i) Executive must provide written notice to the Company's Chief Executive
Officer within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's
resignation, (ii) the Executive must allow the Company at least 30 days from receipt of such written notice to cure such event
(the "Cure Period"), (iii) such event is not reasonably cured by the Company within the Cure Period, and
(iv) Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration
of the Cure Period.


 






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10.3               
Change in Control. For purposes of this Agreement, "Change in Control" shall mean the consummation
of any of the following: (a) the acquisition of the Company by another entity by means of any transaction or series of related
transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation
but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders
of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting
securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity),
following such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the
surviving entity outstanding immediately after such transaction or series of transactions; (b) a sale, lease or other conveyance
of all or substantially all of the assets of the Company; or (c) any liquidation, dissolution or winding up of the Company, whether
voluntarily or involuntarily. Notwithstanding the foregoing, the Company and Executive agree that Change in Control does not include
any reorganization, sale or plan of arrangement undertaken to move the domicile of the Company to the U.S., pursuant to which the
Company will become a wholly-owned subsidiary of a Delaware corporation. Notwithstanding the foregoing, if a Change in Control
constitutes a payment event with respect to any payment hereunder that provides for the deferral of compensation that is subject
to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event
with respect to such payment shall only constitute a Change in Control for purposes of the payment timing of such payment if such
transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


10.4               
"Stock Awards" means all stock options, restricted stock and such other awards granted pursuant
to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise
thereof.


 


		11.	Confidential Information Obligations.



 


11.1           
Confidential Information Agreement. As a condition of employment, Executive shall execute and abide by the Company's
standard form of Employee Proprietary Information and Inventions Assignment Agreement (the "Confidentiality Agreement").


 


11.2           
Third-Party Agreements and Information. Executive represents and wan-ants that Executive's employment by the Company
does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive
will perform Executive's duties to the Company without violating any such agreement. Executive represents and warrants that Executive
does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that
would be used in connection with Executive's employment by the Company, except as expressly authorized by that third party. During
Executive's employment by the Company, Executive will use in the performance of Executive's duties only information which is generally
known and used by persons with training and experience comparable to Executive's own, common knowledge in the industry, otherwise
legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive's work for the
Company.


 


11.3           
Return of Company Property. If Executive's employment is terminated for any reason, the Company shall have the right,
at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease
all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to the
Executive's receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the
Company all lists, books, records and documents of, or in connection with, the Company’s business, and all other property
belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents and property,
are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section
11.3 prior to the receipt of any post-termination benefits described in this Agreement.


 






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11.4           
Rights and Remedies Upon Breach. If Executive breaches or threatens to commit a breach of any of the provisions of this
Section 11 or Section 12 below, the Company shall have all of the rights and remedies available to the Company under law or
in equity.


 


11.5           
Whistleblower Provision. Nothing herein shall be construed to prohibit Executive from communicating directly with, cooperating
with, or providing information to, any government regulator, including, but not limited to, the U.S. Securities and Exchange Commission,
the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice. Executive acknowledges that the Company has provided
Executive with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (a)
Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary
information of the Company that is made in confidence to a Federal, State, or local government official or to an attorney solely
for the purpose of reporting or investigating a suspected violation of law, (b) Executive shall not be held criminally or civilly
liable under any Federal or State trade secret law for the disclosure of proprietary information of the Company that is made in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (c) if Executive files
a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the proprietary information
to my attorney and use the proprietary information in the court proceeding, if Executive files any document containing the proprietary
information under seal, and does not disclose the proprietary information, except pursuant to court order.


 


		12.	Outside Activities During Employment; Non-Solicitation.



 


12.1           
Non-Company Business. Except with the prior written consent of the Board or the Chief Executive Officer of the Company,
Executive will not during the term of Executive's employment with the Company undertake or engage in any other employment, occupation
or business enterprise, other than ones in which Executive is a passive investor. Subject to the terms of the Confidentiality Agreement
and Section 12.2 below, Executive may engage in civic and not-for-profit activities so long as such activities do not materially
interfere with the performance of Executive's duties hereunder. Executive agrees that he or she will not join any boards, other
than civic and not-for-profit boards (which do not materially interfere with Executive's duties to the Company), without the prior
written approval of the Board, which approval shall not be unreasonably withheld.


 


12.2           
No Adverse Interests. During the term of Executive's employment, Executive agrees not to acquire, assume or participate
in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business
or prospects, financial or otherwise. In addition, and in furtherance of the provisions of this Section 12, except as may otherwise
be approved in writing by the Board or the Chief Executive Officer of the Company, during the period of Executive's employment,
Executive shall not have any ownership interest (of record or beneficial) in, or perform services as an employee, salesman, consultant,
independent contractor, officer or director of, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship
or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business
which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part
thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains
engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein;
provided, however, that Executive may own, directly or indirectly, solely as an investment, securities of any entity
which are traded on any national securities exchange if Executive (a) is not a controlling person of, or a member of a group
which controls, such entity; or (b) does not, directly or indirectly, own one percent (1%) or more of any class of securities
of any such entity.


 






    	 	11	 



     


    

12.3           
Solicitation of Employees. Executive shall not during the term of Executive’s employment and for a period of twelve
(12) months following Executive’s termination of employment, directly or indirectly, solicit or encourage to leave the employment
of the Company or any of its subsidiaries, any employee of the Company or any of its subsidiaries.


 


13.              
Insurance; Indemnification. The Company shall have the right to take out life, health, accident, “key-man”
or other insurance covering Executive, in the name of the Company and at the Company’s expense in any amount deemed appropriate
by the Company. Executive shall assist the Company in obtaining such insurance, including, without limitation, submitting to any
required examinations and providing information and data required by insurance companies. Executive will be provided with indemnification
against third party claims related to his or her work for the Company as required by applicable law, including advancement of attorneys’
fees and costs related to any such indemnification as provided by applicable law. The Company shall provide Executive with directors
and officers liability insurance coverage at least as favorable as that which the Company may maintain from time to time for the
directors of the Company or the other executive officers.


 


14.              
Dispute Resolution. 


 


14.1           
In the event of any dispute, claim, cause of action or disagreement (a “Dispute”) arising out of
or in connection to this Agreement, including, without limitation, the negotiation, execution, interpretation, performance or non-performance
of this Agreement, as well as Executive's employment with the Company or the termination thereof, the Parties shall attempt to
resolve the Dispute in non-binding mediation administered by JAMS, Inc. ("JAMS") or its successors. The
parties shall agree on a mediator or if they cannot agree, the dispute shall be submitted to the mediation process of JAMS. The
place of mediation shall be San Diego, California. If the Dispute is not resolved pursuant to the foregoing procedure within thirty
(30) days after the initial mediation meeting among the parties and the mediator, or if the mediation is otherwise terminated,
then either Party may submit the Dispute to arbitration pursuant to Section 14.2 below. Each Party shall pay the fees of its own
attorneys and all other expenses connected with presenting its case. Other costs of the mediation, including JAMS' administrative
fees, the fee of the mediator, and all other fees and costs, shall be borne by the Company.


 






    	 	12	 



     


    

14.2           
To ensure the rapid and economical resolution of Disputes, including any and all Disputes, in law or equity, including
but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this
Agreement, Executive's employment with the Company, or the termination of Executive's employment from the Company, shall be resolved
pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and
confidential arbitration conducted in San Diego, California by JAMS or its successors before a single arbitrator, under the JAMS
Employment Arbitration Rules & Procedures (which can be found at https://www.jamsadr.com/rules-employment-arbitration/, and
which will be provided to Executive on request); provided that the arbitrator shall issue a written arbitration decision including
the arbitrator’s essential findings and conclusions and a statement of the award. The judgment and award rendered by the
arbitrator may be entered in any court or tribunal of competent jurisdiction. This Section 14 is intended to be the exclusive method
for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s
employment; provided, however, that Executive shall retain the right to file administrative charges with or seek
relief through any government agency of competent jurisdiction, and to participate in any government investigation, including but
not limited to (i) claims for workers’ compensation, state disability insurance or unemployment insurance; (ii) claims for
unpaid wages or waiting time penalties brought before the California Division of Labor Standards Enforcement (or any similar agency
in any applicable jurisdiction other than California); provided, however, that any appeal from an award or from denial
of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (iii) claims
for administrative relief from the United States Equal Employment Opportunity Commission and/or the California Department of Fair
Employment and Housing (or any similar agency in any applicable jurisdiction other than California); provided, further,
that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation
benefits or unemployment insurance benefits. Executive and the Company shall be entitled to all rights and remedies that either
would be entitled to pursue in a court of law; provided, however, that in no event shall the arbitrator be empowered
to hear or determine any class or collective claim of any type. Nothing in this Agreement is intended to prevent either Executive
or the Company from obtaining injunctive relief (or any other provisional remedy) in any
court of competent jurisdiction pursuant to California Code of Civil Procedure Section 1281.8 (or similar statute of an
applicable jurisdiction) to prevent irreparable harm (including, without limitation, pending the conclusion of any arbitration),
which, to the extent applicable, shall be brought in the state or federal courts of California, as applicable. The
Company shall pay all fees relating to the administration of the arbitration, including the arbitrator’s fees, arbitration
expenses and any other costs unique to the arbitration proceeding (recognizing that each side shall bear its own deposition, witness,
expert and attorney’s fees and other expenses to the same extent as if the matter were being heard in court). In the
event that a Party refuses to acknowledge his or its obligation to arbitrate a Dispute or files an action in court that is subject
to arbitration pursuant to this Section 14.2, and the Executive or the Company seeks to
compel arbitration pursuant to this Section 14.2, or if either Party brings an action to enforce
an arbitration award hereunder, the prevailing party
shall be entitled to attorneys' fees and costs
pursuant to applicable law. In addition, if a Party to
this Agreement hereafter pursues any dispute by any method other than as
set forth herein, the responding Party shall be entitled
to recover from the
initiating Party all damages, costs,
expenses and attorneys' fees incurred as a result of defending
such action. Both Executive and the Company
acknowledge that by agreeing to this arbitration procedure, each waiveS the right to resolve any such dispute through a trial by
jury or judge or administrative proceeding.


 


		15.	General Provisions.



 


15.1           
Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery
(including delivery by email or facsimile transmission upon acknowledgment of receipt of electronic transmission) or the next day
after sending by overnight carrier, to the Company at its primary office location (with any email notice to the Chief Executive
Officer of the Company at his primary Company email address) and to Executive at the address (or email address) as listed on the
Company payroll.


 


15.2           
Severability. Whenever possible, each provision of this Agreement will 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 will not affect any other
provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent
possible in keeping with the intent of the Parties.


 






    	 	13	 



     


    

15.3           
Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall
not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 


15.4              
Complete Agreement. This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between
Executive and the Company with regard to the subject matter hereof and is the complete, final, and exclusive embodiment of the
Company's and Executive's agreement with regard to this subject matter. This Agreement is entered into without reliance on any
promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises,
warranties or representations. It cannot be modified or amended except in a writing signed by Executive and a duly authorized officer
of the Company.


 


15.5             
Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures
of more than one Party, but both of which taken together will constitute one and the same Agreement.


 


15.6             
Headings. The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute
a part hereof nor to affect the meaning thereof.


 


15.7             
Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive
and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign
any of his or her duties hereunder and he or she may not assign any of his or her rights hereunder without the written consent
of the Company, which shall not be withheld unreasonably.


 


15.8           
Tax Withholding. All amounts payable to Executive will be subject to appropriate payroll deductions and withholdings.


 


15.9           
Governing Law; Consent to Personal Jurisdiction. This Agreement shall
be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions
thereof.


 


15.10       
Survival. The covenants, agreements, representations and warranties contained in or made in Sections 6 through
15 of this Agreement shall survive any termination of this Agreement.


 


15.11       
Third-Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable
by any person not a Party to this Agreement.


 


[Signature Page Follows]


 


 






    	 	14	 



     


    

IN WITNESS WHEREOF, the Parties have executed this
Agreement on the day and year first written above.


 


 


APTOSE BIOSCIENCES INC.


 


 


 


By:                                               


Name: William G. Rice, Ph.D.


Title: Chairman, President & CEO


 


Date: __________________________________


 


EXECUTIVE





 


 


______________________________________


Print Name: Jotin Marango, M.D., Ph.D.


 


 


Date: __________________________________


 


 


 


15