Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement’) is made and entered into as of December 13, 2018 (the “Effective Date”) by and between Lung Therapeutics, Inc. (the “Company”), and Charles T. Garner, an individual (“Executive”).
RECITALS
WHEREAS, the Company and Executive are currently parties to a Consulting Agreement dated October 1, 2018 (the “Consulting Agreement”);
WHEREAS, the Company now desires to hire Executive as its Chief Financial Officer and Executive desires to become so employed by the Company; and
WHEREAS, the Company and Executive have determined that it is in their respective best interests to enter into this Agreement on the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
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i. Pre-Series C Funding. From the Effective Date through the closing of the anticipated “Series C Funding”, defined below, or if the Company completes a strategic transaction (“Strategic Transaction”) prior to the Series C Funding that brings in gross proceeds to the Company equaling or exceeding $15 million dollars, the Company shall pay Executive a Base Salary of Sixteen Thousand Six Hundred and Sixty-Six Dollars and 67 cents ($16,666.67) per month (the “Pre-Series C Salary”), less statutory deductions and withholdings, payable in accordance with the Company’s regular payroll practices. For the purposes of this Agreement, the “Series C Funding” shall mean the next issuance and sale, or related issuance and sales, of shares of any equity securities, including common or preferred stock, member interests, or shares of any security convertible into an equity security at a fixed conversion price in which the gross proceeds to the Company equal or exceed $15 million dollars.
ii. Post-Series C Funding. Following the close of the Series C Funding or a Strategic Transaction, the Company shall, during the Employment Term, pay Executive a Base Salary of Twenty-Five Thousand Dollars ($25,000) per month (the “Post Series C Salary”), less statutory deductions and withholdings, payable in accordance with the Company’s regular payroll practices. The Company agrees that following the close of the Series C Funding, the Company will pay Executive an amount that equals the difference between Executive’s Pre-Series C Salary and Executive’s Post-Series C Salary, less statutory deductions and withholdings, that would have been earned by Executive had Executive been paid the Post Series C Salary since the Effective Date. It should be noted that while the Company expects to close the Series C Funding, it shall not constitute a breach of this Agreement if the Company does not do so.
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This Agreement, and Executive’s employment hereunder, is contingent upon Executive’s execution of the PIIA, attached hereto as Exhibit 1 and incorporated herein by this reference, before Executive begins working for the Company. The PIIA survives the termination of this Agreement, the Employment Tenn and/or Executive’s employment with the Company.
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If to the Company, to:
Brian Windsor, CEO
Lung Therapeutics, Inc.
[***]
[***]
Email: [***]
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[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above.
“COMPANY”
LUNG THERAPEUTICS, INC.
/s/ Brian Windsor
Signature
Brian Windsor
Printed Name
CEO
Title
“EXECUTIVE”
CHARLES T. GARNER
/s/ Charles T. Garner
Executive’s Signature
[***]
Address
[***]
Address
[***]
Email
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
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