Exhibit 10.1
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Jeff Rona (“Executive”) is currently employed by OVID THERAPEUTICS INC. (the “Company”) as its Chief Business Officer pursuant to the terms of an Executive Employment Agreement with the Company effective September 30, 2020 (the “Prior Agreement”). Executive and the Company hereby agree to this amended agreement. The terms and conditions set forth in this AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) shall become effective as of June 2, 2021 (the “Effective Date”) and shall supersede and replace the terms and conditions set forth in the Prior Agreement. Certain bolded terms used in this Agreement are defined in Section 6.
WHEREAS, the Company is a biopharmaceutical company;
WHEREAS, the Company desires to employ Executive in the position set forth below, and wishes to provide Executive with certain compensation and benefits in return for such services, as set forth in this Agreement; 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, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:
1. TERMS OF EMPLOYMENT
Executive may participate in side activities such as board or committee member, advisor or consultant (the “Activities”), provided that Executive obtains their manager’s prior written consent, and that none of the following activities involve activities in the area of neurology, detract from Ovid’s reputation, impact Executive’s full time duties to the Company, or could reasonably result in the disclosure or use of the Company’s proprietary or confidential information. The manager may rescind their consent to Executive’s participation in the Activities, or participation in other business or public activities, if the manager, in their sole discretion, determines that such activities compromise or threaten to compromise the Company’s business interests or conflict with Executive’s duties to the Company.
1460 Broadway, Suite 15021, New York, NY 10036 | Office: (646) 661-7661 | Fax: (646) 661-4027 | www.ovidrx.com |
2. COVERED TERMINATION SEVERANCE BENEFITS
3. CHANGE IN CONTROL SEVERANCE BENEFITS
4. LIMITATIONS AND CONDITIONS ON BENEFITS
5. TERMINATION WITH CAUSE OR BY VOLUNTARY RESIGNATION; OTHER RIGHTS AND BENEFITS
6. DEFINITIONS
For purposes of this Agreement, the following definitions shall apply:
The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. Notwithstanding the foregoing or any other provision of this Agreement, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any affiliate and the participant shall supersede the foregoing definition with respect to stock awards subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply).
7. GENERAL PROVISIONS
REVIEWED, UNDERSTOOD AND ACCEPTED:
OVID THERAPEUTICS INC. | EXECUTIVE
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By: |
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Name: | Suzanne K. Wakamoto | Name: | Jeff Rona |
Title: | SVP, Human Resources |
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