Separation Agreement and Release
This Separation Agreement and Release (Agreement) is made by and between David Mauney, M.D. (Executive) and Ziopharm Oncology, Inc. (the Company) (collectively referred to as the Parties or individually referred to as a Party). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of April 23, 2019 (the Employment Agreement);
WHEREAS, Executives employment with the Company and its subsidiaries terminated without Cause (as defined in the Employment Agreement) effective May 26, 2020 (the Termination Date);
WHEREAS, the Company and Executive have entered into a Consulting Agreement pursuant to which Executive will perform transitional consulting services following the Termination Date (the Consulting Agreement), subject to and in accordance with the terms thereof; and
WHEREAS, in connection with Executives termination of employment, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of the Releasees (as defined below) arising out of or in any way related to Executives employment with or separation from the Company or its subsidiaries or affiliates but, for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with Executives ownership of vested equity securities of the Company, Executives right to indemnification by the Company or any of its affiliates pursuant to contract or applicable law or Executives rights under the Consulting Agreement (collectively, the Retained Claims).
NOW, THEREFORE, in consideration of the severance payments and benefits described in Sections 9(b) and 10 of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on Executives execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
1. Severance Payments; Salary and Benefits. The Company agrees to provide Executive with the severance payments and benefits described in Sections 9(b) and 10 of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive his accrued Base Salary through the Termination Date and expense reimbursement amounts for expenses incurred through the Termination Date. Executive shall also be entitled to reimbursement of reasonable attorneys fees incurred by Executive in connection with the amicable negotiation of this Agreement and Executives Consulting Agreement up to $35,000, less any taxes that the Company reasonably determines it is required to withhold.
2. Release of Claims. Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the Releasees). Executive, on Executives own behalf and on behalf of any of Executives heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from,