EXHIBIT 10.19
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is entered into as of October 7, 2021 (the “Effective Date”), by and between Trishna Goswami, MD (the “Executive”) and IN8bio, Inc., its subsidiaries, parents, affiliates, predecessors, successors and assigns (together, the “Company”) (Executive and the Company together, the “Parties”).
Recitals
WHEREAS, the Company wishes to employ Executive and Executive wishes to be employed by the Company;
WHEREAS, the Company and Executive desire to enter into this Agreement to establish and govern the terms and conditions of Executive’s employment by the Company.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Agreement
In consideration of the foregoing, the parties agree as follows:
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The determinations made pursuant to this Section 8, and the assumptions to be utilized in arriving at such determinations, shall be made by a nationally recognized accounting or consulting firm chosen by the Board or a committee thereof (the “280G Calculation Firm”) at the expense of the Company. The 280G Calculation Firm shall take into account whether, and to what extent (if any), such Payments or portions thereof may properly be treated as “reasonable compensation for personal services rendered” by the Executive before, or after, the 280G Change in Control, within the meaning of Code section 280G(b)(4) and the regulations issued thereunder, as well as any other appropriate provisions of Section 280G of the Code and the regulations thereunder
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that may cause such Payments to appropriately be characterized as other than “parachute payments.” The 280G Calculation Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations, both to the Executive and to the Company.
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[Signature Page Follows]
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In Witness Whereof, the parties have executed this Agreement as of the day and year first written above.
IN8bio, Inc.
By:
Name: William Ho
Title: President & CEO
Accepted and agreed:
/s/ Trishna Goswami, MD
____________________________
Trishna Goswami, MD
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Exhibit A
Permitted Non-Company Positions
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