May 31, 2018
VIA ELECTRONIC MAIL
4205 Rice Boulevard
Houston, TX 77005
As you are aware, Aravive Biologics, Inc. (Aravive) is contemplating a transaction under which Aravive will be merged into a subsidiary of a publicly-traded entity (the Transaction).
To encourage your continued employment with us during this transition period, we agree to the following severance terms.
Upon either your involuntary termination of employment other than due to death, disability or Cause (as defined below) or your resignation for Good Reason (as defined below) within the first twelve (12) months after consummation of the Transaction (a Qualifying Termination) you will also be eligible for a severance payment: payment equal to twelve (12) months pay. A months pay for this purpose is your monthly base salary plus 1/12th of your target annual bonus. In addition, if you elect continued health coverage under COBRA, you will also be eligible to receive up to twelve months of your premiums subject to certain limitations.
The severance payment, and COBRA payments are conditioned upon your execution of a release agreement that will be provided to you around the time the payment is to be made. The severance payment will be paid promptly after your release agreement becomes effective.
Of course, while you are employed by Aravive, your employment remains at will and you will continue to receive your salary.
If you resign before consummation of the Transaction you will not be eligible for severance or the COBRA payments.
This letter agreement does not provide for duplication (in whole or in part) of benefits with any other agreement. By signing below, you are waiving your rights under, and terminating those provisions of, any employment agreement or severance agreement with Aravive that provide for benefits upon a Qualifying Termination.
For purposes of this letter agreement Cause, shall be determined by the Board of Directors of Aravive in its sole discretion, and means: (i) your conviction (including a guilty plea or a no contest plea) of a felony, or of any other crime involving fraud, dishonesty or moral turpitude; (ii) your attempted commission of or participation in a fraud or act of material dishonesty against Aravive; (iii) your material breach of any written agreement between you and Aravive (including but not limited to a your Proprietary Information and Invention Agreement or any other restrictive covenant agreements) or material breach or material neglect of any statutory or fiduciary duty you owe to Aravive as reasonably determined by the CEO and Board, after having provided you with not less than thirty (30) days written notice of same and