Exhibit 10.1
[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Pyxis Oncology, Inc.
November 21, 2023
Via Email Only
Ken Kobayashi [***]
RE: EXECUTIVE EMPLOYMENT AGREEMENT
Dear Dr. Kobayashi:
On behalf of Pyxis Oncology, Inc. (“Pyxis”, or the “Company”), it is my pleasure to confirm the terms and conditions of your employment as Pyxis’s Chief Medical Officer, with such duties and responsibilities as commensurate with such position, as disclosed in the position description and as directly by the Company or the Board. You shall report during your employment to the Company’s Chief Executive Officer (the “CEO”), commencing on November 27, 2023 (the “Start Date”). During your employment with Pyxis, you will devote substantially all of your professional efforts to the business of Pyxis, except that you may engage in the business activities described on Appendix A of this employment agreement (this “Agreement”), and other activities that may be approved in advance by the Company’s Chief Executive Officer, with advice from the Board (which together with the activities set forth on Appendix A may include one for-profit board membership(s)), in each case, so long as these activities do not interfere or conflict with your obligations to the Company. Your employment under the terms of this Agreement shall continue until it terminates in accordance with Section 5 below.
This Agreement supersedes, amends, and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein.
This Agreement is intended to summarize some of the terms and conditions of your employment.
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The remaining Initial Options to purchase 0.25% of the Pyxis’s common stock outstanding will vest upon your achievement of negotiated milestone, which we expect to finalize immediately after commencement of your employment with the Company and prior to actual grant of stock options. In the event of a conflict between the terms of this Agreement and the terms of the 2022 Inducement Plan and the underlying Stock Option Agreement, the terms of the 2022 Inducement Plan and the Stock Option Agreement shall prevail.
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would cause you to incur any additional tax or interest under Code Section 409A and Pyxis concurs with such belief or Pyxis independently makes such determination, Pyxis shall, after consulting with you, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code 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 you and Pyxis of the applicable provision without violating the provisions of Code Section 409A.
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The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by Pyxis. Notwithstanding the foregoing, if (i) Pyxis is not publicly traded prior to the occurrence of a change in control such that the private company exception pursuant to Q & A #7 of the regulations promulgated under Section 280G of the Code is applicable and (ii) you request that Pyxis seek shareholder approval of the portion of any payments to be made to you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the payments will be exempt from the excise taxes imposed under Sections 280G and 4999 of the Code, Pyxis shall use its reasonable best efforts to obtain such approval.
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If the foregoing is acceptable, please indicate your agreement by signing below and returning the original signed Agreement (keeping a copy for your own records) to me on or before November 27, 2023. If you have any further questions or require additional information, please feel free to contact me.
Sincerely,
PYXIS ONCOLOGY, INC.
By: | /s/ Lara Sullivan |
| Lara S. Sullivan, M.D. |
| President & Chief Executive Officer |
ACCEPTED AND AGREED:
By: | /s/ Ken Kobayashi |
Date: | 11/21/2023 |
Appendices:
Appendix A - | Approved Activities |
Appendix B - | Separation Agreement and General Release |
Appendix C - | Proprietary Information, Inventions and Non-Solicitation Agreement |
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