AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
This Amended and Restated Executive Employment Agreement (the Agreement), made and entered into this 28th day of June, 2019 (the Effective Date), by and between Pulmatrix, Inc., a Delaware corporation (Company), and Teofilo Raad (Executive). This Agreement amends, restates and supersedes that certain Employment Agreement by and between the Company and the Executive dated April 28, 2017, including any amendments thereto, in its entirety.
WHEREAS, Company wishes to employ Executive as its President and Chief Executive Officer (CEO);
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 materially prevent, limit or interfere with Executives ability to do so; and
WHEREAS, Executive and Company desire to enter into a formal 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.
(a) Chief Executive Officer Role. Subject to the terms and conditions of this Agreement, Company shall employ Executive as its CEO reporting to Companys Board of Directors (the Board). Executive accepts such employment upon the terms and conditions set forth herein, and agrees to perform 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, without limitation 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. During Executives employment, Executive shall not engage in any other non-Company related business activities of any nature whatsoever (including board memberships) without Companys prior written consent, except that Executive may be involved in civic and charitable activities so long as such activities do not interfere with Executives duties for Company, provided that Executive shall not serve in any official capacity, including as a member of a board, without the prior written approval of Company.
(b) Board Membership. Executive shall serve as a member of the Board, during Executives employment hereunder, subject to any required approval. Executives service as a Board member shall be without further compensation. Executive shall resign from the Board effective immediately upon the termination of Executives employment with Company for any reason.