Executive Employment Agreement, dated March 15, 2022, between NRx Pharmaceuticals, Inc. and Ira Strassberg
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this “Agreement”) is made and entered into by and between NRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Ira Strassberg (“Executive”) effective as of March 15, 2022.
WHEREAS, subject to the terms and conditions hereinafter set forth, the Company wishes to employ Executive as its Chief Financial Officer and Treasurer and Executive wishes to accept such employment;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:
Upon termination of Executive’s employment hereunder for Cause, the Company shall have no further obligation to Executive, other than for Final Compensation.
(a) While Executive is employed by the Company and for the twelve (12) months immediately following termination of his employment (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, joint venturer or otherwise, compete with the Company within any area of the world where Company is doing business (the “Restricted Area”). Specifically, Executive agrees not to engage in any manner in any activity that is directly competitive with the business of the Company as conducted at the time of Executive’s departure from the Company. For the purposes of this Section 9, the business of the Company shall include:
(i) development and distribution of Aviptadil and/or other peptide drugs to treat Acute Respiratory Distress Syndrome (ARDS), particularly ARDS arising from or in conjunction with an infectious disease including but not limited to COVID-19;
(ii)development and distribution of NMDA, Glutamine/Glutamate, and GABA-targeted drugs to treat psychiatric conditions, and/or an indication or a claim involving the treatment of depression, PTSD, or reduction of suicidal ideation; and
(iii)development of any drug involving suicidal ideation or in which suicidal ideation is a substantial part of the clinical program.
(b) Executive agrees that during his employment with the Company, he will not undertake
any outside activity, whether or not competitive with the business of the Company, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company.
(c) Executive further agrees that during the Non-Competition Period, Executive will not hire or attempt to hire any employee or contractor of the Company, assist in such hiring by any person, or encourage any such employee to terminate his or his relationship with the Company; provided, however, that the foregoing will not apply to any employee that has terminated his employment relationship with the Company at least six (6) months prior to the date on which Executive’s employment relationship with the Company is terminated.
(d) Executive further agrees that during the Non-Competition Period, Executive will not solicit any customer or vendor of the Company to terminate or diminish its relationship with them, or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts immediately prior to Executive’s departure with the Company.
(c) “Intellectual Property” means any invention, formula, process, discovery, development, design, innovation or improvement (whether or not patentable or registrable under copyright statutes) made, conceived, or first actually reduced to practice by Executive, solely or jointly with others, during his employment by the Company.
(d) “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative, and by Executive, as of the date first above written.
NRx Pharmaceuticals, Inc.Executive
By: /s/ Alessandra Daigneault______________By: /s/s Ira Strassberg___________
Name: Alessandra DaigneaultName: Ira Strassberg
Title: General Counsel