This Retirement Agreement (the Retirement Agreement) is entered into as of August 31, 2020, by and between Harold H. Shlevin, Ph.D. ( Executive), an individual residing in the State of Florida, and Galectin Therapeutics, Inc. (the Company), a Nevada corporation, effective on the date of Executives signature below (the Effective Date).
WHEREAS, Executive has been employed by the Company pursuant to an Amended and Restated Employment Agreement dated December 11, 2014, as amended by First Amendment to Employment Agreement dated June 8, 2018 (the Employment Agreement);
WHEREAS, pursuant to the Employment Agreement Executive has served as the Companys President and Chief Executive Officer;
WHEREAS, Executive has advised the Company of his wish to retire from full time work on behalf of the Company;
WHEREAS, the Company has identified a successor Chief Executive Officer whose employment agreement is being executed contemporaneously herewith and whose employment will commence not later than the Effective Date (as hereinafter defined).
WHEREAS, the Executive has agreed to remain a member of the Board of Directors of the Company and has agreed to provide certain services to the Company, as an independent contractor, pursuant to a separate Consulting Agreement (the Consulting Agreement); and
WHEREAS, Executive and the Company wish to memorialize in writing the terms upon which the employment relationship is ending;
THEREFORE, in consideration of the mutual promises herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company agree as follows:
1. Date of Separation. Executives employment with the Company shall end as September 2, 2020 the (Separation Date).
2. Compensation and Benefits.
(a) Base Compensation. Executive shall continue to receive Executives current base salary through the Separation Date, in accordance with the Companys normal payroll practices. On the Separation Date, the Company will pay, as W-2 income to Executive the sum of $3,787.88 which constitutes all salary and wages earned by Executive through the Separation Date.
(b) Bonus. Except as provided in Section 2(c) below, in lieu of any other bonus to which he may be entitled under the Employment Agreement or any policy of the Company or that may otherwise have accrued or be earned in connection with his employment or his retirement, within thirty (30) days of the date of this Retirement Agreement Company shall pay Executive, as W-2 income, the sum of $210,000, less normal payroll deductions.