Exhibit 10.1
VIRACTA THERAPEUTICS, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) by and between Viracta Therapeutics, Inc. (the “Company”) and Melody Burcar (“Executive”) is effective as of September 30, 2022 (the “Effective Date”).
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(i) In the event that the payments and benefits provided for in this Agreement or other payments and benefits payable or provided to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 6(b), would be subject to the excise tax imposed by Section 4999 of the Code, then your payments and benefits under this Agreement or other payments or benefits (the “280G Amounts”) will be either:
(x) delivered in full, or
(y) delivered as to such lesser extent which would result in no portion of such payments and benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in your receipt on an after-tax basis, of the greatest amount of 280G Amounts, notwithstanding that all or some portion of the 280G Amounts may be taxable under Section 4999 of the Code.
(ii) Reduction Order. In the event that a reduction of 280G Amounts is being made in accordance with this Section 6(b), the reduction will occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order:
(1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced);
(2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first);
(3) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and
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(4) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced).
In no event will Executive have any discretion with respect to the ordering of payments or benefits.
(iii) Firm. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(b) will be made in writing by a nationally recognized accounting or valuation firm (the “Firm”) selected by the Company, whose determination will be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this Section 7(b), the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs and make all payments for the Firm’s services relating to any calculations contemplated by this Section 6(b).
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If to the Company:
Viracta Therapeutics, Inc.
2533 South Coast Highway 101, Suite 210
Cardiff, CA 92007
Attn: Chief Executive Officer
If to Executive:
Melody Burcar
8058 Paseo Avellano
Carlsbad, CA 92009
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IN WITNESS WHEREOF, each of the parties has executed this Agreement (in the case of the Company, by a duly authorized officer or director), effective as of the Effective Date.
COMPANY:
VIRACTA THERAPEUTICS, INC.
/s/ Daniel Chevallard
By: Daniel Chevallard
Title: COO & CFO
EXECUTIVE:
/s/ Melody Burcar
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
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VIRACTA THERAPEUTICS, INC.
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) by and between Viracta Therapeutics, Inc. (the “Company”) and Melody Burcar (“Executive”) is effective as of March 18, 2024.
WHEREAS, the Company and Executive are parties to that certain Employment Agreement, effective as of September 30, 2022 (the “Original Agreement”); and
WHEREAS, the Company and Executive desire to amend the Original Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
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IN WITNESS WHEREOF, each of the parties has executed this Amendment (in the case of the Company, by a duly authorized officer or director), effective as of the date set forth above.
COMPANY:
VIRACTA THERAPEUTICS, INC.
/s/ Mark Rothera
By: Mark Rothera
Title: Chief Executive Officer
EXECUTIVE:
/s/ Melody Burcar
Name: Melody Burcar
[SIGNATURE PAGE TO AMENDMENT TO EMPLOYMENT AGREEMENT]
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