EX-10.4




 Exhibit 10.4 

INHIBITOR THERAPEUTICS, INC. 

EMPLOYMENT AGREEMENT 

This Employment Agreement (the “Agreement”), entered into as of December 13, 2022 (the “Effective
Date”), is made by and between Inhibitor Therapeutics, Inc., a Delaware corporation (the “Company”) and James A. McNulty (“Executive” and, together with the Company, the “Parties”). 

WHEREAS, the Company desires to assure itself of the services of Executive by engaging Executive to perform services as an
employee of the Company under the terms hereof; and 
 WHEREAS, Executive desires to provide services to the Company on the terms
herein provided; and 
 WHEREAS, the Parties desire to execute this Agreement to reflect details of Executive’s employment with
the Company effective as of the Effective Date. 
 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 

1. Employment. 

(a) General. The Company shall employ Executive upon the terms and conditions provided herein effective as of the Effective
Date. 
 (b) Position and Duties. Effective on the Effective Date, Executive: (i) shall serve as the Company’s
Chief Financial Officer and Treasurer (CFO), with responsibilities, duties, and authority usual and customary for such position, subject to direction by the Chief Executive Officer (CEO) of the Company or the Board of Directors of the Company (the
“BOD”); (ii) shall report directly to the CEO; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company
in connection with the Company’s business. At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided
that such additional capacities are consistent with Executive’s position as the Company’s CFO. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation shall not automatically be
increased on account of such additional service. 
 (c) Performance of Executive’s Duties. During Executive’s
employment with the Company, and except for periods of illness, vacation, disability, or reasonable leaves of absence or as discussed in Section 1(e) below, Executive shall devote Executive’s attention to the business and affairs of the
Company on a part-time basis pursuant to the general direction of the CEO. The rights of Executive under this Agreement shall not be affected by any change in the title, duties, or capacity of Executive during Executive’s employment with the
Company. 
 (d) Principal Office. Executive will work principally from Executive’s home office in Tampa Florida, but
may upon request of the CEO work for short periods of time from the Company’s headquarters located at 900 W. Platt St., Tampa FL 33606. 

(e) Exclusivity. Except with the prior written approval of the CEO (which the CEO may grant or withhold in its sole and
absolute discretion), Executive shall devote approximately fifty percent (50%) of Executive’s working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Nothing in
this section prevents Executive from engaging in additional engagements or activities, including without limitation in connection with personal investments and community affairs. Executive may also serve as a member of the board of directors or
board of advisors of another organization provided (i) such organization is not a competitor of the Company; (ii) Executive receives prior written approval from the Company’s CEO; and (iii) such activities do not individually or
in the aggregate interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. 

2. Term. The period of Executive’s employment under this Agreement shall commence on the Effective Date and
shall continue until Executive’s employment with the Company is terminated pursuant to Section 5 below. The phrase “Term of Employment” as used in this Agreement shall refer to the entire period of employment of Executive
by the Company. 











 3. Compensation and Related Matters. 

(a) Annual Base Salary. During the Term of Employment, Executive shall receive a base salary at the rate of $7,692.00
bi-weekly (as may be increased from time to time, the “Annual Base Salary”), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company.
Such Annual Base Salary shall be reviewed by the BOD, and, as applicable, the Compensation Committee of the BOD, not less than annually. 

Executive and Company hereby agree that Executive’s services to the Company to prepare for the change of control at INTI entitle
Executive to a sign-on bonus compensation from the filing of the joint settlement agreement to the effective date, which will be paid within ten (10) days of the Effective Date. Thereafter
Executive’s Base Salary shall be paid as described in section 3(a) above. 
 (b) Annual Bonus. Executive shall be
eligible to receive a discretionary annual bonus based on Executive’s achievement of performance objectives as mutually agreed between Executive and the BOD, such bonus to be targeted at forty percent (40%) of Executive’s Annual Base
Salary (the “Annual Bonus”). Any Annual Bonus approved by the BOD and/or the Compensation Committee of the BOD shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to
Executive’s continuous employment through the date of approval. 
 (c) LTI Bonus. Executive shall receive a long-term
incentive bonus in a form to be determined by agreement between Executive and the BOD (“LTI Bonus”). Such LTI Bonus shall be reviewed by the BOD, and/or the Compensation Committee of the BOD, not less than annually. 

(d) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the
Company may from time to time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue
any, or any particular, plan or benefit. 
 (e) Business Expenses. The Company shall reimburse Executive for all
reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in
accordance with the Company’s applicable expense reimbursement policies and procedures as are in effect from time to time. 

(f) Vacation. Executive will be entitled to paid vacation in accordance with the Company’s vacation policy. 

4. Equity Awards. 

(a) Equity Awards. Executive shall be eligible for such stock options and equity awards as may be determined by the
Company, in its sole discretion. 
 (b) Acceleration Upon a Change in Control. Notwithstanding anything herein to
the contrary, in the event of a Change in Control (as defined below), the vesting of Executive’s then outstanding unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based
vesting (after giving effect to any vesting in connection with the Change in Control) (the “Outstanding Awards”), shall accelerate as of immediately prior to such a Change in Control (and, if applicable, all restrictions and rights
of repurchase on such awards shall lapse) in respect of 50% of the then-unvested shares of Company common stock subject thereto (such unvested portion, the “Unvested Portion”). The Unvested Portion of any Outstanding Award
subject to performance-based vesting shall convert into a time-based equity award, and the Unvested Portion of each Outstanding Award shall vest in substantially equal installments on each of the first twelve monthly anniversaries of the closing
date of the Change in Control. Notwithstanding the foregoing and for the avoidance of doubt, the Unvested Portion of each Outstanding Award shall be subject to accelerated vesting in accordance with Section 6(b)(iii) below. 











 5. Termination. 

(a) At-Will Employment. The Company and Executive acknowledge that
Executive’s employment is and shall continue to be at-will, as defined under applicable law. This means that it is not for any specified period of time and can be terminated by Executive or by
the Company at any time, with or without advance notice, and for any or no particular reason or cause. It also means that Executive’s job duties, title, and responsibility and reporting level, work schedule, compensation, and benefits, as well
as the Company’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of the Company (subject to any ramification such changes may have under Section 6 of
this Agreement). This “at-will” nature of Executive’s employment shall remain unchanged during Executive’s tenure as an employee and may not be changed, except in an express
writing signed by Executive and a duly-authorized officer of the Company. If Executive’s employment terminates for any lawful reason, Executive shall not be entitled to any payments, benefits, damages, award, or compensation other than as
provided in this Agreement. 
 (b) Notice of Termination. During the Term of Employment, any termination of
Executive’s employment by the Company or by Executive (other than by reason of death) shall be communicated by written notice (a “Notice of Termination”) from one Party hereto to the other Party hereto (i) indicating the
specific termination provision in this Agreement relied upon, if any, (ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so
indicated, and (iii) specifying the Date of Termination (as defined below). The failure by the Company to set forth in the Notice of Termination all of the facts and circumstances which contribute to a showing of Cause (as defined below) shall
not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing their rights hereunder. 

(c) Termination Date. For purposes of this Agreement, “Date of Termination” shall mean the date of the
termination of Executive’s employment with the Company specified in a Notice of Termination. 
 (d) Deemed
Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and board memberships, if any, then held with the Company or any of its affiliates, and, at the
Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations. 

6. Consequences of Termination. 

(a) Payments of Accrued Obligations upon all Terminations of Employment. Upon a termination of Executive’s employment
for any reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within thirty (30) days after Executive’s Date of Termination (or such earlier date as may be required by
applicable law): (i) any portion of Executive’s Annual Base Salary earned through Executive’s Date of Termination not theretofore paid, (ii) any expenses owed to Executive under Section 3(d) above, (iii) any accrued but
unused paid time-off owed to Executive, (iv) any Annual Bonus approved by the Board, Compensation Committee of the Board and/or the CEO on or prior to the Date of Termination but unpaid as of
the Date of Termination, and (v) any amount arising from Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(c) above, which amounts shall be payable in accordance
with the terms and conditions of such employee benefit plans, programs, or arrangements. The payments and benefits described in this Section 6(a) shall be the only payments and benefits payable in the event of Executive’s termination of
employment for any reason. 
 (b Definition of Change in Control. For purposes of this Agreement, “Change in
Control” shall mean (i) the acquisition by any person or group of affiliated or associated persons of more than fifty percent (50%) of the outstanding capital stock of the Company or voting securities representing more than fifty
percent (50%) of the total voting power of outstanding securities of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company to a third party; (iii) the consummation of any merger involving the
Company in which, immediately after giving effect to such merger, less than a majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company, as applicable, immediately prior to such merger. For the avoidance of doubt and
notwithstanding anything herein to the contrary, in no event shall a transaction constitute a “Change in Control” if: (w) its sole purpose is to change the state of the Company’s incorporation; (x) its sole purpose is to
create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; (y) it constitutes, or includes sales of shares in connection with, the
initial public offering of the Company’s capital stock. Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5). 











 7. Assignment and Successors. The Company shall assign its rights
and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and
their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by
Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein. 

8. Miscellaneous Provisions. 

(a) Confidentiality Agreement. Executive hereby agrees to execute contemporaneously with entry into this Agreement the form
of At-Will Employment, Confidential Information, Invention and Assignment, and Arbitration Agreement by and between Executive and the Company (the “Confidentiality Agreement”) attached
hereto as Exhibit A. The Confidentiality Agreement shall survive the termination of this Agreement and Executive’s employment with the Company for the applicable period(s) set forth therein. Notwithstanding the foregoing, in the event of any
conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of this Agreement shall prevail. 

(b) Non-Solicitation of Employees. For a period of one (1)-year following
Executive’s Date of Termination, Executive shall not, either directly or indirectly (i) solicit for employment by any individual, corporation, firm, or other business, any employees, consultants, independent contractors, or other service
providers of the Company or any of its affiliates, or (ii) solicit any employee or consultant of the Company or any of its affiliates to leave the employment or consulting of or cease providing services to the Company or any of its
affiliates; provided, however, that the foregoing clauses (i) and (ii) shall not apply to a general advertisement or solicitation (or any hiring pursuant to such advertisement or solicitation) that is not
specifically targeted to such employees or consultants. 
 (c) Governing Law. This Agreement shall be governed,
construed, interpreted, and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Delaware, without giving effect to any principles of conflicts of law, whether of any other State or any
other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction. 

(d) Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

(e) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original,
but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes. 

(f) Entire Agreement. The terms of this Agreement, together with the Confidentiality Agreement, are intended by the Parties
to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral, regarding Executive’s service to the Company, including
without limitation, the Offer Letter. The Parties further intend that this Agreement, together with the Confidentiality Agreement, shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be
introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement or the Confidentiality Agreement. Notwithstanding the foregoing, in the event of any conflict between the terms of the Confidentiality
Agreement and the terms of this Agreement, the terms of this Agreement shall prevail. 
 (g) Amendments; Waivers. This
Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Executive and a duly authorized representative of the Company. By an instrument in writing similarly executed, Executive or a duly authorized officer
of the Company, as applicable, may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was 











 
or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent
failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity. 

(h) Dispute Resolution. Executive and the Company hereby agree that any dispute, claim or controversy arising under this
Agreement or arising from, relating to or resulting from Executive’s employment shall be subject to Section 13.1 of the Confidentiality Agreement. 

(i) Enforcement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or
future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there
shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. 

(j) Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal,
state, local, or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

 (k) Whistleblower Protections and Trade Secrets. Notwithstanding anything to the contrary contained herein, nothing in
this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities
Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such
government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable
under any federal or state trade secret law (x) for the disclosure of a trade secret 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, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by
the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade
secret under seal, and does not disclose the trade secret, except pursuant to court order. 
 9. Prior Employment.
Executive represents and warrants that Executive’s acceptance of employment with the Company has not breached, and the performance of Executive’s duties hereunder will not breach, any duty owed by Executive to any prior employer or other
person. Executive further represents and warrants to the Company that (a) the performance of Executive’s obligations hereunder will not violate any agreement between Executive and any other person, firm, organization, or other entity;
(b) Executive is not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by Executive
entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement; and (c) Executive’s performance of Executive’s duties under this Agreement will not require Executive to, and Executive
shall not, rely on in the performance of Executive’s duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret or other confidential or proprietary information or
material belonging to any previous employer of Executive. 
 10. Golden Parachute Excise Tax. 

(a) Best Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would
receive from the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (A) the
largest portion of 











 
the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (B) the entire Payment, whichever amount 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, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such
state and local taxes), 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 (A) 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”). Notwithstanding the foregoing, 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 (as defined below) 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: (1) 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; (2) 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 (3) 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. 

(b) Accounting Firm. The accounting firm engaged by the Company for general tax purposes as of the day prior to the Change
in Control will perform the calculations set forth in Section 10(a) above. If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm
to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its
calculations, together with detailed supporting documentation, to the Company within thirty (30) days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If
the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise
Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive. 

11. Section 409A. 

(a) General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from
Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date,
(“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If Executive notifies the Company that Executive has received advice of tax
counsel of a national reputation with expertise in Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A (with specificity as to the reason therefor) or the
Company independently makes such determination, the Company and Executive shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A through good faith modifications to the minimum
extent reasonably appropriate to conform with Section 409A, provided that any such modifications shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply
with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision
without violating the provisions of Section 409A. 
 (b) Separation from Service. Notwithstanding any
provision to the contrary in this Agreement: (i) no amount that constitutes “deferred compensation” under Section 409A shall be payable pursuant to Section 6(b) above unless the termination of Executive’s employment
constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations (“Separation from Service”); (ii) for
purposes of Section 409A, Executive’s right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and (iii) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31st of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year.
The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. 











 (c) Specified Employee. Notwithstanding anything in this Agreement to the
contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to
which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the
expiration of the six (6)-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable
Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid
as otherwise provided herein. 
 (d) Release. Notwithstanding anything to the contrary in this Agreement, to the extent
that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (i) the Company shall deliver the Release to Executive within ten
(10) business days following Executive’s Date of Termination, and the Company’s failure to deliver a Release prior to the expiration of such ten (10) business day period shall constitute a waiver of any requirement to execute a
Release, (ii) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or
benefits otherwise conditioned on the Release, and (iii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are
conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 11(d), “Release Expiration Date” shall
mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is
“in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the
extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 11(d), such amounts
shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 11(d)(iii),
on the first payroll period to occur in the subsequent taxable year, if later. 
 12. Employee Acknowledgement.
Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and
has entered into this Agreement freely based on Executive’s own judgment. 
 IN WITNESS WHEREOF, the Parties have duly executed this
Agreement as of the date and year first above written. 
  

			
	INHIBITOR THERAPEUTICS, INC.
		
	By:	 	
                     


	Name:
	Title:
	
	EXECUTIVE
		
	By:	 	              

	 Name: James A. McNulty
 Title:
CFO & Treasurer