registered mail, return receipt requested, postage prepaid, addressed: (A) if to Executive, at the address Executive will have most recently furnished to the Company in writing, (B) if to the Company, at the following address:
ALX Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, California 94010
Attention: [General Counsel]
(b) Notice of Termination. Any termination of Executives employment by the Company for Cause will be communicated by a notice of termination of Executives employment to Executive, and any termination by Executive for Good Reason will be communicated by a notice of termination to the Company, in each case given in accordance with Section 10(a). The notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the later of (i) the giving of the notice or (ii) the end of any applicable cure period).
11. Resignation. The termination of Executives employment for any reason also will constitute, without any further required action by Executive, Executives voluntary resignation from all officer and/or director positions held at the Company or any of its subsidiaries or affiliates, and at the Boards request, Executive will execute any documents reasonably necessary to reflect the resignations.
12. Miscellaneous Provisions.
(a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any payment be reduced by any earnings that Executive may receive from any other source except as specified in Sections 4(d), 6(d) and 7.
(b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than Executive) and by Executive. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.
(c) Headings. Headings are provided herein for convenience only, and will not serve as a basis for interpretation or construction of this Agreement.
(d) Entire Agreement. This Agreement, together with the Confidentiality Agreement, [Executives confirmatory employment letter with the Company dated [date],] and the Companys 2020 Equity Incentive Plan and award agreements thereunder governing Executives stock option Awards, constitutes the entire agreement of the parties and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter of this Agreement[, including without limitation, Executives Employment Agreement entered into with the Company dated [date]].
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