AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement), is entered into as of February 05, 2019 and effective as of December 15, 2018 (the Effective Date), by and between Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the Company), and David J. Arthur (the Executive), an individual residing at the address set forth on the signature page below.
W I T N E S S E T H:
WHEREAS, the Company and the Executive previously entered into an Executive Employment Agreement with the effective date of November 1, 2015, which was subsequently amended on March 13, 2017 and May 15, 2017 (as amended, the Prior Agreement);
WHEREAS, the Companys Board of Managers has approved an increase of Executives annual base salary from $225,120 to $315,000, effective December 15, 2018; and
WHEREAS, the parties intend for this Agreement to amend and restate, replace and supersede the Prior Agreement in its entirety, and to provide for the continued employment of the Executive pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein, and of other good and valuable consideration, including the employment of the Executive by the Company and the compensation to be received by the Executive from the Company from time to time, and specifically the compensation to be received by the Executive pursuant to Section 4 hereof, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:
1. Employment. The Company hereby employs the Executive and the Executive hereby accepts employment as the Chief Executive Officer and as a member of the Board of Managers of the Company upon the terms and conditions of this Agreement. The Executive shall report to the Board of Managers of the Company. The Executive shall be subject to an annual performance review during his employment by the Company, which shall occur in January following the applicable calendar year.
2. Duties. The Executive shall faithfully perform all duties of the Company related to the position or positions held by the Executive, including, but not limited to, strategic planning, financial planning, preparation of business and marketing plans, raising funds, operational oversight of consultants and employees, and have such other duties as are typical of the Chief Executive Officer of a similarly situated company and those prescribed from time to time by the Board of Managers of the Company. During the Term (defined below) of employment, Executive shall devote substantially all of his time, during normal business hours, to the business and affairs of the Company in furtherance of its best interests. Additionally, the Company has agreed that the Executive, subject to the Executives obligations hereunder, shall also be permitted to make personal investments, perform reasonable volunteer services, and with the prior consent of the Company, serve on outside boards of directors for noncompeting non-profit and for profit corporations. The Executive shall comply with all Company policies, standards, rules and regulations (the Company Policies) and all applicable government laws, rules and regulations that are now or hereafter in effect. The Executive acknowledges receipt of copies of all written Company Policies that are in effect as of the date of this Agreement.