Employment Agreement dated as of June 15, 2020 between the Company and Martha Manning
EMPLOYMENT AGREEMENT effective as of June 15, 2020 between Marinus Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Martha Manning (the “Employee”).
The parties desire to enter into this Agreement so as to provide for the employment of the Employee by the Company and for certain other matters in connection with such employment, all as set forth more fully in this Agreement.
NOW, THEREFORE, in consideration of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:
Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Employee’s execution of the Release, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.
If to the Company:
Marinus Pharmaceuticals, Inc.
100 Matsonford Road
5 Radnor Corporate Center; Suite 500
Attention: Chief Executive Officer
If to the Employee, to address stated on the signature page to this Agreement.
Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents.
interpretations (together, “Section 409A”) issued pursuant to Section 409A so as not to subject the Employee to payment of interest or any additional tax under Code section 409A. The parties intend for any payments under this Agreement to either satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any Internal Revenue Service guidance issued under Section 409A would result in the Employee being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company and the Employee.
(Signature page follows.)
IN WITNESS WHEREOF, this Agreement has been executed by the parties.
MARINUS PHARMACEUTICALS, INC.
By: /s/ Scott Braunstein, MD May 22, 2020
Scott Braunstein, MD Date
Chief Executive Officer
/s/ Martha Manning, Esq. May 22, 2020
Martha Manning, Esq Date
Activities not subject to Section Section 5(b)
1)Continuing activities with pre-existing contracted consulting/employment commitments (entered into prior to the effective date of this Agreement) and/or minimal ownership interests (five percent (5%) or less) in the following companies and/or their current or future subsidiaries: