EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the Agreement), made and entered into this 24th day of August, 2021 (the Effective Date), by and between Ziopharm Oncology, Inc. (the Company), and Kevin S. Boyle, Sr. (Executive).
WHEREAS, the Company wishes to employ Executive as its Chief Executive Officer (CEO); and
WHEREAS, Executive and the Company desire to enter into an employment agreement to memorialize the terms and conditions of Executives employment.
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:
1. Title; Role; Duties.
(a) Subject to the terms and conditions of this Agreement, the Company shall employ Executive as its CEO reporting to the Companys Board of Directors (the Board), beginning on the Commencement Date (as defined below). Executive accepts such employment upon the terms and conditions set forth herein. Executive agrees to perform, to the best of Executives ability, the duties and responsibilities that are customary for such position, as well as, in the Boards reasonable discretion, any such other duties and responsibilities customarily associated with the position of chief executive officer. During Executives employment with the Company, Executive shall devote all of Executives business time, energies and efforts to the business and affairs of the Company and shall act in conformity with the written policies applicable to Executive that the Company maintains from time to time. Executive shall personally work and provide services primarily in the Companys office location in Houston, Texas; provided that, Executive shall periodically travel to, and work in, the Companys office location in Boston, Massachusetts on a reasonable schedule to be mutually agreed upon between Executive and the Board (it being acknowledged and agreed that no such travel shall be required during any period in which Executive reasonably determines that traveling could create health or safety risks for Executive).
(b) Notwithstanding the forgoing, nothing contained in this Section 1 shall prevent or limit Executives right to manage Executives personal investments on Executives own personal time, including the right to make passive investments in the securities of: (i) any entity that Executive does not control, directly or indirectly, and which business is not competitive with the Company, or (ii) any publicly held entity so long as Executives aggregate direct and indirect interest does not exceed five percent (5%) of the issued and outstanding securities of any class of securities of such publicly held entity. Executive shall not engage in other non-Company related business activities (including board memberships) without the Companys consent (which consent will not be unreasonably withheld or delayed). Executive may be involved in civic and charitable activities, including sitting on a board or similar managing body of civic or charitable organizations, so long as such membership and activities do not interfere with Executives duties to the Company.
(c) On or promptly following the Commencement Date, the Company shall take all steps necessary to elect Executive to the Board. Executive shall continue to hold his seat on the Board for a period not shorter than the period in which Executive is employed as CEO hereunder. Unless otherwise agreed upon in writing by the parties, Executive will automatically be deemed to have resigned from the Board upon the termination of his employment as CEO.