AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT (the Amendment), dated as of November 23, 2020 (the Effective Date), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the Company), and Sath Shukla (the Employee). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Company currently employs Employee as its Executive Vice President, Chief Financial Officer, pursuant to the terms that certain Employment Agreement dated June 4, 2019 (the Employment Agreement);
WHEREAS, the Company and Employee desire to amend the terms of the Employment Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1) Amendment to Compensation upon Termination. Section 9(b) of the Employment Agreement is deleted in its entirely and replaced with the following:
b) If Employees employment is terminated by the Company without Cause, and other than by reason of death or Disability, or if the Employees employment is terminated by the Employee for Good Reason, then the Company shall pay to Employee his Base Salary through the date of his termination and any expense reimbursement amounts for expenses incurred through the date of termination. In addition, if (i) Employee has executed and delivered to the Company, within sixty (60) days after the effective date of that termination, a written general release in a form satisfactory to the Company, whereby Employee shall release the Company from any and all potential liabilities arising out of Employees employment with, or termination from employment from, the Company (a Release); and (ii) the rescission period specified in that release has expired, the Company shall pay to Employee a severance amount equal to twelve (12) months of Employees then current Base Salary (the Severance), less applicable withholdings and deductions, which amount shall be payable in a single lump sum on or before the 90th day after the effective date of that termination. For purposes of the calculation of the Severance and any payment of the Discretionary Performance Bonus target amount pursuant to Section 9(c), Employees Base Salary and Discretionary Performance Bonus target amounts shall be calculated without giving effect to any reduction that would give rise to Employees right to resign for Good Reason.