This Consulting Agreement (the Agreement), effective as of the Effective Date (as defined herein), is entered into between Karyopharm Therapeutics Inc. (the Company) and Christopher B. Primiano (the Consultant). The Consultant and the Company are referred to in this Agreement individually as a Party and collectively as the Parties.
WHEREAS, the Company wishes to engage the Consultant to provide certain advisory and other consulting services to the Company, and the Consultant wishes to provide such services to the Company, in each case subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants set forth in this Agreement, the Parties agree as follows:
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Engagement and Performance of Services. The Company hereby engages the Consultant to perform the consulting services as described under the heading Services in Exhibit A (the Services). The Consultant shall perform the Services remotely unless the circumstances specifically require that the Consultant be present at the Companys facilities, or at other locations as mutually agreed upon by the Parties. The Services may be provided by telephone or video conference or as otherwise agreed by the Parties. In performing the Services, the Consultant shall comply with all applicable laws and regulations and shall perform Services in a manner that is consistent with relevant industry and professional standards.
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Consideration. In full consideration of the Services performed and rights granted by the Consultant under this Agreement, and for so long as the Consultant provides Services to the Company pursuant to this Agreement, any and all outstanding and unvested equity awards granted to the Consultant by the Company will continue to vest and be exercisable in accordance with the applicable equity plans and award agreement. In addition, the Company shall reimburse the Consultant for all reasonable and necessary expenses incurred or paid by the Consultant, at the Companys request and with the Companys prior written approval, in connection with the Consultants performance of the Services, subject, however, to any applicable Company expense policy provided to the Consultant. In addition, the Company shall pay to the Consultant a consulting fee of $400 per hour worked (as requested by the Company) after the fifth hour worked in any calendar month, payable in arrears on the last day of each month.
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Relationship of Parties. The Consultant shall perform the Services as an independent contractor and not as an employee or agent of the Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner. The Consultant shall not be entitled to any benefits, coverage or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company; provided, however, and for the avoidance of doubt, that the foregoing shall not restrict the Consultant from receiving any benefits pursuant to the Transition Agreement by and between him and the Company (the Transition
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
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|KARYOPHARM THERAPEUTICS INC. || || || ||CONSULTANT:|
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|By: || || |
/s/ Steven Rotman
| || || ||By: || || |
/s/ Christopher B. Primiano
|Name: || ||Steven Rotman || || || ||Name: || ||Christopher B. Primiano|
|Title: || ||Chief Human Resources Officer || || || || || |
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|Date: || || |
September 25, 2020
| || || ||Date: || || |
September 25, 2020
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DESCRIPTION OF SERVICES
The Consultant shall provide assistance to the Company, as from time to time reasonably requested by the Chief Executive Officer, Chief Human Resources Officer, Senior Vice President, Legal or Senior Vice President, Business Development, in any area related to the legal matters or ongoing business development needs of the Company and its subsidiaries.
The Consultant shall devote up to 20 hours per month to providing Services.