EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (the Agreement), made and entered into this 19th day of September, 2019 (the Effective Date), by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (Company), and James E. Wooldridge, M.D. (Executive).
WHEREAS, Company wishes to employ Executive as its Chief Medical Officer (CMO)
WHEREAS, Executive represents that Executive possesses the necessary skills to perform the duties of this position and that Executive has no obligation to any other person or entity which would prevent, limit or interfere with Executives ability to do so; and
WHEREAS, Executive and Company desire to enter into a formal Employment Agreement to assure the harmonious performance of the affairs of Company.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
1. Roles and Duties. Subject to the terms and conditions of this Agreement, Company shall employ Executive as its Chief Medical Officer reporting to the CEO. Executive accepts such employment upon the terms and conditions set forth herein, and agrees to perform to the best of Executives ability the duties normally associated with such position and as determined by Company in its sole discretion. During Executives employment, Executive shall devote all of Executives business time and energies to the business and affairs of Company, provided that nothing contained in this Section 1 shall prevent or limit Executives right to manage Executives personal investments on Executives own personal time, including the right to make passive investments in the securities of: (a) any entity which Executive does not control, directly or indirectly, and which does not compete with Company, or (b) any publicly held entity so long as Executives aggregate direct and indirect interest does not exceed two percent (2%) of the issued and outstanding securities of any class of securities of such publicly held entity. Executive may serve on one corporate Board of Directors (other than Checkmates Board of Directors) subject to prior approval by the CEO , for companies which are not developing a TLR9 agonist, and may be involved in civic and charitable activities so long as such activities do not interfere with Executives duties for Company.
2. Term of Employment.
(a) Term. Subject to the terms hereof, Executives employment hereunder shall commence on September 19, 2019 (the Commencement Date) and shall continue until terminated hereunder by either party (such term of employment referred to herein as the Term).
(b) Termination. Notwithstanding anything else contained in this Agreement, Executives employment hereunder shall terminate upon the earliest to occur of the following:
(i) Death. Immediately upon Executives death;
(ii) Termination by Company.